Sponsorship Participation Terms and Conditions
The following Sponsorship Participation Terms and Conditions (“Terms”) apply to Sponsor’s participation at NowSecure Connect 2020 (“Event”) upon its execution of the Sponsorship Commitment Form. By executing the of the Sponsorship Commitment Form, Sponsor accepts these Terms, which shall apply to any any current or future transaction between Sponsor and NowSecure, Inc. (“NowSecure”) related to the Event. Except where otherwise indicated, capitalized terms shall have the same meaning as in the Sponsorship Commitment Form.
1. Acceptance and Payment of Fees. Acceptance of Sponsor’s Sponsorship Commitment Form and Sponsor’s participation at the Event is subject to NowSecure’s sole discretion, and NowSecure may reject Sponsor’s Sponsorship Commitment Form in its sole discretion. Upon NowSecure’s approval of Sponsor’s Sponsorship Commitment Form, all sponsorship fees are due and payable and must be tendered at least fifteen (15) days prior to the Event.
2. Use of Space.
2.1 Benefits. NowSecure will provide Sponsor an Event exhibit space (the “Space”) to display its products and services (the “Exhibit”) and any other items as specified in the Sponsorship Commitment Form or as approved by NowSecure prior to or during the Event.
2.2 Trademark License. Sponsor grants to NowSecure a royalty-free, non-exclusive, non-transferable license to use and display Sponsor’s name and/or logo (“Marks”) in connection with the promotion and production of the Event. NowSecure shall use commercially reasonable efforts to comply with Sponsor’s written or electronic guidelines for use of the Marks, to the extent provided by Sponsor.
2.3 Space Assignment, Installation, and Occupancy. NowSecure may accommodate Space requests from Sponsor, but NowSecure has sole discretion in assigning the Space. NowSecure may reassign the Space, alter the Event layout, or change venue at any time for any reason. The Space is for Sponsor’s use only, and Sponsor may not assign or sublease any portion of the Space, including to an affiliated company, without NowSecure’s prior written consent. Sponsor must fully occupy the Space and is solely responsible for all displays, text, graphic, logos, links, and content unless NowSecure specifies otherwise. Any Space not occupied by the start of the Event may be reassigned at NowSecure’s discretion and all fees paid to NowSecure by Sponsor shall be forfeited.
2.4 Use of Space. Sponsor will keep its Exhibit open, staffed, and accessible at all times during Event hours. Exhibits shall be staffed by technical, qualified employees or representatives of Sponsor (“Sponsor Personnel”). Sponsor Personnel shall wear professional attire consistent with the Event. Sponsor’s distribution of Sponsor advertising, marketing, products, or services material or solicitation of any sort shall be restricted to Sponsor’s Exhibit Space. Sponsor’s Exhibit and its other Event activities, if any, must be in support of products or services related to Sponsor’s customary business activities. Sponsor shall not exhibit or advertise any third party materials. Sponsor shall not display, advertise, promote, endorse, or market, directly or indirectly, any products, services, solutions, or other technologies that in NowSecure’s sole discretion, compete with the products, services, solutions, or technologies of NowSecure or its affiliates. The audio level of any play back equipment, audio, or video, must be at a level as to not disturb adjacent Sponsors or the Event at large. Sponsor and its employees/representatives further agree to act in a good faith, professional manner and in accordance with industry standards when interacting with NowSecure’s employees/representatives, Event attendees, other Sponsors’ employees/representatives, and the venue’s employees/representatives at the Exhibit Space and the Event at large.
2.5 Own Risk. Sponsor assumes all risk and has the sole responsibility for any loss of its property, materials, or proprietary information, or any other losses or damages arising out of, or resulting from, the Event. At the Event, security personnel may be present, but such security personnel, if present, are provided as an accommodation to Sponsors, and neither NowSecure, the venue, nor any security provider shall be liable for any failure to prevent loss or damage of any type.
2.7 Protection of Facilities. Nothing shall be posted on, tacked, nailed, screwed, or otherwise affixed to or written upon columns, walls, floors, or other parts of the Space or Event venue without NowSecure and the venue’s permission. Packing, unpacking, and assembly of Exhibits shall be done only in designated areas and in conformity with directions from NowSecure and its employees/representatives or the venue and its employees/representatives.
3.1 Laws, Regulations, Ordinances, and Rules. Sponsor shall comply with all applicable laws, regulations, ordinances, or rules in connection with its participation in the Event, including but not limited to: any marketing or advertising laws and regulations, any privacy or data protection laws, any confidentiality, trade mark, patent, or trade secret laws, or any other terms, conditions, and rules issued by NowSecure or the venue in connection with the Event. Any violation of an applicable law, regulation, ordinance, or rule shall be treated as a material breach of these Terms, and NowSecure reserves the right to immediately terminate the Sponsorship Commitment Form and these Terms, resulting in termination of Sponsor’s participation at the Event. Sponsor agrees that any collection, disclosure, storage, or use of personal information in connection with the Event shall be in strict accordance with applicable law.
3.2 Third-Party Proprietary Rights. Sponsor shall not violate any proprietary rights of third parties in connection with its participation in the Event, including but not limited to the performance, distribution, or posting of any copyrighted material without a license, assignment, or other legally effective permission. Sponsor is responsible for ensuring no libelous, obscene, or offensive material is displayed or made available in the Exhibit Space or its materials or products distributed or displayed at the Event.
3.3 Taxes and Licenses. Sponsor is solely responsible for obtaining any licenses and permits (including without limitation licenses or rights clearances from third parties for documentation, photographs, music, or video images or other content displayed or performed at the Event) and associated costs, and payment of all taxes (including sales taxes and use taxes) or other charges applicable to the Event.
4. Cancellation or Termination.
4.1 Cancellation. NowSecure reserves the right to cancel all or any part of the Event for any reason. In such case, NowSecure will refund to Sponsor any fees or deposits already paid and waive any remaining fees owed. In addition, NowSecure may change, suspend, or discontinue any feature or technical aspect of the Event at any time in its sole discretion and such change shall not constitute cancellation by NowSecure.
4.2 Termination by Sponsor. All Event fees are deemed fully earned by NowSecure and are non-refundable upon NowSecure’s approval of Sponsor’s Sponsorship Commitment Form, and NowSecure has the sole discretion in determining whether to refund any fees/deposit paid by Sponsor in the event Sponsor requests termination of is Sponsorship prior to the Event, but after approval of the Sponsorship Commitment Form. Any Sponsor termination request shall be emailed to NowSecure at [email protected].
4.3 Termination by NowSecure. NowSecure may restrict or modify Sponsor’s Exhibit, decline, prohibit, or expel Sponsor or its employees/representative from attendance at the Event, or terminate Sponsor’s participation at the Event if the Sponsor or its employees/representative fail to meet or violate any obligations under these Terms, the Sponsorship Commitment Form, or any other Event applicable law, regulation, ordinance, or rule.
4.4 Force Majeure. Neither NowSecure nor its affiliates, agents, or employees, or those of the venue shall be held responsible for any delay or failure to perform their obligations under these Terms or the Sponsorship Commitment Form or to conduct the Event as currently scheduled to the extent such delay or failure is caused by fire, flood, earthquake, strike, civil disorder, governmental or military authority, acts of God, acts of terrorism, acts of war, epidemics, communication, internet or utility failures, the availability of the venue as a result of the foregoing, or other similar causes beyond the their reasonable control (“Force Majeure Event”). In such instance, NowSecure’s sole liability to Sponsor shall be to refund all fees paid by Sponsor to NowSecure, provided that such Force Majeure Event occurs prior to the first day of the Event. NowSecure has no obligation to refund any portion of the fees if a Force Majeure Event occurs during the Event. Similarly, Sponsor shall not be held responsible for any delay or failure to perform its obligations under these Terms, to the extent such delay or failure is caused by a Force Majeure Event.
5. NowSecure Materials. Any materials distributed to Sponsor relating to the planning, execution, or promotion of the Event (“Organizer Materials”) are owned exclusively by and constitute the Confidential Information of NowSecure. NowSecure grants to Sponsor a non-transferable, nonexclusive license to use such Organizer Materials solely in connection with Sponsor’s participation in the Event. Upon completion of the Event, or earlier termination of these Terms, Sponsor must promptly return the Organizer Materials to NowSecure. THE ORGANIZER MATERIALS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED). WE HEREBY EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW ALL LIABILITIES, COSTS, CLAIMS, DAMAGES, LOSSES AND/OR EXPENSES ARISING FROM ANY INACCURACY OR OMISSION IN THE ORGANIZER MATERIALS OR ARISING FROM ANY INFRINGING, DEFAMATORY, OR OTHERWISE UNLAWFUL MATERIAL IN THE ORGANIZER MATERIALS. If an Event attendee list is provided due to Sponsor’s sponsorship level, Sponsor may use, but may not sell, rent, or distribute the list to any other individual or entity. Sponsor agrees that any collection, disclosure, storage, or use of personal information in connection with the Event shall be in strict accordance with applicable law.
6. Limitation of Liability; Indemnity.
6.1. Limitation of Liability. Except for any liability under any indemnity obligation herein (see Section 6.2.), each party’s total aggregate liability to the other arising out of or in connection with the Terms will be limited to two (2) times the amount paid and/or payable pursuant to the Sponsorship Commitment Form. Further, except as prohibited by applicable law, under no circumstances shall either party be liable for any indirect, incidental, consequential (including but not limited to lost profits or lost business opportunities), or exemplary damages in connection with the Event or arising out of these Terms. Each party acknowledges that in entering into these Terms and/or the Sponsorship Commitment Form it has not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, promise, or assurance (whether negligently or innocently made) of any person other than as expressly set out in these Terms.
6.2 Indemnity. To the fullest extent permitted by law, Sponsor shall indemnify, defend, and hold harmless NowSecure and its parents, subsidiaries, officers, employees, directors, agents, and representatives harmless (“NowSecure Indemnified Parties”) against any losses, damages, or expenses, including attorneys’ fees and costs, incurred by NowSecure Indemnified Parties as a result of any suit, proceeding, claim, or other legal action (a) that arises from or is connected with allegations that any materials, documentation, information, or recordings used at or in promotion of the Event by Sponsor infringe on intellectual property rights of a third party; (b) that is based on a claim that Sponsor breached any obligation under these Terms; (c) that arises from Sponsor’s alleged violation of an applicable law, regulation, ordinance, or rule; and (d) any third party claim or action against the NowSecure Indemnified Parties for injuries or damage to persons or property caused or claimed to have been caused by the negligent or intentional acts or omissions of Sponsor or its employees, representatives, and third party contractors while performing under these Terms.
Sponsor’s obligations under this subsection are contingent upon (i) NowSecure Indemnified Parties providing written notice to Sponsor of any such claim (provided that later notice shall not relieve Sponsor of its liability and obligations under this subsection except to the extent that Sponsor is materially prejudiced by such later notice); and (ii) NowSecure Indemnified Parties giving Sponsor authority, information, and reasonable assistance necessary to settle, compromise, or defend such claims. NowSecure Indemnified Parties shall have the right to participate in the defense of any claims hereunder at their own expense. This indemnification obligation shall not be limited in any way by required, actual, or available insurance coverage.
7. Insurance. Sponsor shall have in effect worker’s compensation insurance (including employer’s liability with limits of not less than $500,000),and commercial general liability (including products and completed operations, independent contractors, personal injury, property damage, and blanket contractual liability) insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. This insurance (except workers’ compensation) must cover NowSecure, Inc. as an additional insured and be evidenced by a Certificate of Insurance supplied to NowSecure, Inc.
8. Release. Sponsor acknowledges that the Event, or portions thereof, may be audio- and video-recorded and reproduced in any form (including but not limited to digital or other on-line formats) and hereby authorizes NowSecure and its employees, representatives, and third party contractors to record, transcribe, modify, reproduce, publicly perform, display, distribute, redistribute, and transmit in any form and for any purpose any such recording, and agrees to execute any additional release presented by NowSecure or its employees, representatives, and third party contractors in connection with such activity or to give effect to this provision. Sponsor hereby releases NowSecure and its employees, representatives, and third party contractors from and waives all claims it or its affiliates, employees, agents, heirs, or assigns may possess, now or in the future, in connection with such activities, and specifically waives any statutory restriction on waivers of future claims or moral rights.
9. General Provisions.
9.1 Governing Law. The laws of the State of New York shall govern these Terms, without giving effect to any conflicts of law principles that would result in the application of the laws of a different jurisdiction. Unless waived by NowSecure, the exclusive jurisdiction and venue of any action or claim arising out of or related to these Terms shall be the state or federal courts located in New York City, State of New York.
9.2 Severability. Should any provisions of these Terms be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of these Terms shall not be affected or impaired.
9.3 Waiver. The waiver by NowSecure of a breach of any provision of these Terms by Sponsor shall not operate or be construed as a waiver of any other or subsequent breach by Sponsor.
9.4 Relationship of Parties. Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither party will have the authority to speak for, represent, or obligate the other party in any way without prior written authority from the other party.
9.5 Survival. The rights and obligations contained in Sections 5, 6, 7, 8, and 9 will survive any termination or expiration of these Terms.
9.6 Entire Agreement. These Terms, which include any terms contained in the Sponsorship Commitment Form, constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. These Terms may only be changed by mutual agreement of authorized representatives of the parties in writing.
10. Sponsor agrees to perform the following promotional activities for the Event:
- Provide NowSecure with a hi-resolution logo in .png and .eps format for inclusion in Event marketing materials, signage, or website;
- Provide a company descriptor (100 max word count) for for inclusion in Event marketing materials, signage, or website;
- Name of sales contact and company URL;
- Post a minimum of one article on your company or community blog, announcing and promoting the Event, applicable only if Sponsor has a blog. NowSecure can share blog content, if the Sponsor would like to reuse articles already developed to promote the conference; and
- Promote the Event weekly through a corporate social media channel (Twitter, LinkedIn, Facebook, etc.).
I HAVE READ THESE TERMS AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.