1. Applicability. These Sponsorship Terms and Conditions (these “Terms”) apply to each Sponsorship Opportunities Form executed by the company forth therein (“Sponsor”). Each executed Sponsorship Opportunities Form together with these Terms (the “Agreement”), governs Sponsor’s sponsorship of and participation in the applicable Event(s). To the extent of a conflict between a Sponsorship Opportunities Form and these Terms, the Terms shall control.
2. Definitions. For purposes of this Agreement, the following terms have the following meanings:
“Confidential Information” means confidential or proprietary information in any form or medium (whether oral, written, electronic, or other) that a reasonable person would understand to be confidential based on the circumstances surrounding its disclosure that a party (as the “Disclosing Party”) provides to the other party (the “Receiving Party”), including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing. Confidential Information does not include information that: (i) was already known to the Receiving Party without restriction on use or disclosure prior to its receipt of or access to such information in connection with this Agreement; (ii) was or becomes generally known by the public other than by breach of this Agreement; (iii) was or is received by the Receiving Party from a third party who was not or is not, at the time of such receipt, under any obligation to maintain the confidentiality of such information; or (iv) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party’s Confidential Information.
“Event” means the events selected by the Sponsor in the completed Sponsorship Opportunities Form.
“Event Materials” means materials created, presented, distributed, or otherwise provided by Organizer, including advertising, marketing, and promotional materials in all formats and media, including on its website, mobile apps, and social marketing pages on third-party websites and mobile apps.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local or foreign government, or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Organizer” means Institutional Cash Distributors LLC, Institutional Cash Distributors Ltd or ICD Europa – Empresa De Investimento, S.A., as applicable.
“Organizer Marks” means any trademarks, trade names, service marks, designs, logos, domain names, or other indicators of the source or origin of any product or service of the Organizer provided to Sponsor in connection with the Event or included in the Event Materials.
“Representatives” means, with respect to a party, such party’s officers, employees, consultants, and legal advisors.
“Sponsor Marks” means any trademarks, trade names, service marks, designs, logos, domain names, or other indicators of the source or origin of any product or service of the Sponsor provided to Organizer in connection with the Event or included in the Sponsor Materials
“Sponsor Materials” means any materials presented, distributed, or otherwise provided to Organizer by Sponsor at or in connection with the Event.
“Sponsorship Fee” is the nonrefundable fee payable by Sponsor to Organizer set forth in the Sponsorship Opportunities Form for the applicable Event(s).
3. Sponsorship Benefits. In consideration of Sponsor’s payment of the Sponsorship Fee and other good and valuable consideration, Organizer will provide Sponsor with the “Sponsorship Benefits” for the applicable Event(s) set forth in the Sponsorship Opportunities Form.
4. Sponsorship Fee. Sponsor will pay Organizer the Sponsorship Fee within thirty (30) days of the date of the applicable invoice.
5. License Grants.
(a) Sponsor hereby grants Organizer a non-exclusive, non-transferable, non-sublicensable right and license to use the Sponsor Marks and Sponsor Materials (as applicable) in in order to create the Event Materials, promote the Event(s), provide the Sponsorship Benefits and otherwise administer or host the Event(s).
(b) Organizer hereby grants Sponsor a non-exclusive, non-transferable, non-sublicensable right and license to use the Event Materials and the Organizer Marks in order to identify and promote its association with, and its status as a sponsor of, the Event.
(c) Each party will use the other party’s Marks solely in accordance with and for the purposes set forth in this Agreement. Neither party will use, register, or attempt to register in any jurisdiction any Mark that is confusingly similar to or incorporates any of the other party’s Marks. All uses of a party’s Marks, and all goodwill associated therewith, will inure solely to the benefit of such party, and each party will retain all right, title, and interest in and to its Marks.
6. Organizer Obligations. Organizer will, at its sole cost and expense, create, program, advertise, market, promote, produce, and manage the Event in its sole and reasonable discretion.
7. Expiration and Cancellation.
(a) The rights and licenses granted in these Terms shall expire ten (10) days after completion of the last Event that Sponsor opts to participate in pursuant to the Sponsorship Opportunities Form. Upon expiration of the rights and licenses granted herein, each party agrees that it will not create or publish any additional materials to promote the Event(s) using the Sponsor Marks or the Organizer Marks, as applicable. Notwithstanding the foregoing, the parties are expressly permitted to continue to use each other’s Marks to demonstrate their past affiliation with the Event.
(b) Organizer agrees to notify Sponsor promptly of the cancellation or delay of an Event(s) due to Force Majeure (as defined below). Organizer will use reasonable efforts reschedule any Event cancelled due to Force Majeure to a future date and the parties hereby agree that the Sponsorship Fee previously paid by Sponsor will apply to the rescheduled Event. If Sponsor is unable to attend the rescheduled Event, Sponsor shall be entitled to receive a pro-rata credit (based on the value of the Sponsorship Benefits not received by Sponsor), which may be used by Sponsor for future events or advertising. For the avoidance of doubt, in the event that Sponsor fails to pay the Sponsorship Fee in accordance with the terms of this Agreement, Organizer may, in its sole discretion, cancel Sponsor’s participation in the Event.
This Section 7 and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive the termination or expiration of this Agreement.
8. Representations and Warranties. Sponsor represents and warrants that (i) the Sponsor Marks and Organizer’s use thereof in accordance with this Agreement and without material alteration will not infringe, misappropriate, or otherwise violate any rights of any third party and (ii) that is maintains its own insurance coverage covering any acts or omissions of Sponsor during the Event(s).
9. Indemnification; Liability Cap; Disclaimer of Damages.
(a) Sponsor will indemnify, defend, and hold harmless Organizer and Organizer’s affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns from and against any and all losses resulting from any claim brought by a third party arising out of or related to: (i) the Sponsor Materials, solely as used, presented, displayed, and distributed without alteration and otherwise in strict compliance with this Agreement, (ii) Sponsor’s breach of this Agreement or (iii) Sponsor’s negligence or intenonal misconduct.
(b) Organizer’s maximum cumulative liability in connection with this Agreement for all causes of action whatsoever and regardless of the form of action shall be limited to amount of the Sponsorship Fee payable by the Sponsor to the Organizer for the applicable Event.
(c) SUBJECT TO APPLICABLE LAW, AND EXCEPT TO THE EXTENT ARISING OUT OF A PARTY’S INDEMNITY OBLIGATIONS SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGE, LOSS, HARM OR INJURY TO THE OTHER PARTY OR ITS PROPERTY OR BUSINESS RESULTING FROM FIRE, ACCIDENT, INSUFFICIENT PARTICIPATION OR ANY OTHER REASON IN CONNECTION WITH THE EVENT(S). EXCEPT TO THE EXTENT ARISING OUT OF A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER OR A PARTY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Confidentiality; Personal Information.
(a) Each party shall keep confidential any Confidential Information disclosed by the Disclosing Party in connection with this Agreement, and shall (i) only use such information for the purposes of this Agreement; (ii) not disclose or permit access to Confidential Information other than to its Representatives who: (A) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement, (B) have been informed of the confidential nature of the Confidential Information and (C) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 10; and (iii) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. The Receiving Party is responsible for ensuring its Representatives’ compliance with, and will be liable for any breach by its Representatives of, this Section 10.
(b) Sponsor acknowledges that the information contained in any attendee list is considered Confidential Information and is being provided on a non-exclusive basis to the Sponsor on the basis that it shall be shared for the Sponsor’s internal purposes only and shall not be sold, published disclosed, transferred, distributed, copied, forwarded or duplicated, in whole or in part, in any manner or form to any third party. Both parties acknowledge that for the purposes of the applicable data protection Law, Organizer and Sponsor are each independent ‘controllers’ and as independent ‘controllers’ both parties will comply with data subject rights, data protection principles and other ‘controller’ obligations with regards to processing of personal data of attendees, which may include collection, sharing and processing for the purpose of direct marketing. Sponsor acknowledges and agrees that, if required by applicable data protection Law (including the EU General Data Protection Regulation (EU GDPR) and the UK General Data Protection Regulation (UK GDPR)), it will, as requested, provide additional legally-required information regarding data privacy to Organizer and/or agree to additional data protection processes as a condition to receiving any EU or UK data as part of its deliverables. Where personal data subject to GDPR is transferred outside the European Economic Area or the United Kingdom, and Sponsor is not already subject to the obligations of the EU or the UK GDPR, and unless Sponsor is based in an ‘adequate country’ or is covered by a suitable approved data privacy framework, Sponsor agrees as a condition of receiving any EU data that it will adhere to the EU Standard Contractual Clauses, and as a condition of receiving any UK data that it will adhere to the UK Addendum to the EU Standard Contractual Clauses. By signing the applicable Sponsorship Opportunities Form, if applicable, you accept the terms of the EU Contractual Standard Clauses and, when applicable, the UK Addendum.
11. General.
(a) Neither party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any: (i) acts of God; (ii) flood, fire, or explosion; (iii) war, terrorism, invasion, riot, or other civil unrest; (iv) pandemic or epidemic; (v) national or regional emergency; (vi) strikes, labor stoppages or slowdowns, or other industrial disturbances; (vii) passage of law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota, or other restriction or prohibition; or (vii) national or regional shortage of adequate power, telecommunications, or transportation facilities (each of the foregoing, a “Force Majeure”), in each case, provided that such event is outside the reasonable control of the affected party.
(b) The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.
(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be emailed to the email address set forth in the Sponsorship Opportunities Form. Such notices will be deemed effectively given when sent if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours.
(d) Sponsor may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the Organizer’s prior written consent, which consent Organizer will not unreasonably condition, withhold, or delay. Any purported assignment, delegation, or transfer in violation of this paragraph is void.
(e) This 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. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of New York and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.