TERMS AND CONDITIONS
Terms and Conditions
These Terms and Conditions (these “Terms”) are attached to and incorporated by reference into the Sponsorship Agreement between TECHWEEK and SPONSOR (the “Agreement”). Except as defined throughout the text of these Terms as they appear, all capitalized terms are defined the Sponsorship Agreement.
Part A – GENERAL TERMS AND CONDITIONS (Applicable to all Sponsors)
1. Sponsor Understandings. SPONSOR acknowledges that live event content including, but not limited to, speakers, sponsors, and media coverage, is subject to change without notice. TECHWEEK assumes no liability should there be a deviation from attendance or any other projections and/or a change in live event content and TECHWEEK does not guarantee any level of customer response or otherwise. No portion of the Sponsorship Fee is subject to refund or adjustment for any reason except as expressly provided herein. Sponsorships are not exclusive unless otherwise expressly set forth in Appendix A of Sponsorship Agreement.
2. License and Usage. SPONSOR hereby grants TECHWEEK a limited, non-exclusive license to use trade names, trademarks, and service marks of SPONSOR for the purposes of displaying SPONSOR’s participation as a sponsor of the Event. This Agreement grants the right to use TECHWEEK logo and TECHWEEK marks for use in promoting SPONSOR’s participation in the this event as set forth in Sponsorship Agreement. SPONSOR must obtain a fully executed license agreement to use TECHWEEK logo or TECHWEEK marks for any other purpose than to promote SPONSOR’s participation in the Event. Before posting or publishing any photos and/or footage of TECHWEEK events on any website (with the exception of social media, e.g. Facebook, Twitter, Instagram), publication, application, or broadcast SPONSOR must obtain prior approval from TECHWEEK, and TECHWEEK reserves the right to insert its logo in said photos and/or footage.
3. Lost/Stolen Property. In no case will TECHWEEK be responsible for SPONSOR’s lost, stolen, or damaged property. SPONSOR agrees to be wholly responsible for protecting its property. SPONSOR shall be responsible for monitoring, securing and insuring all of its property at SPONSOR’s expense.
4. Invoicing and Payment. All invoices issued to SPONSOR shall be payable according to the payment terms outlined in the Proposal. If SPONSOR fails to remit payment in full when it is due, interest will be charged on the unpaid amount in the amount of 15% per annum or, if greater, the maximum rate allowed under state and federal law. If payment of Sponsorship Fee is not received by Due Date (as set forth in the Proposal), TECHWEEK also reserves the right to cancel this Agreement and/or to offer
SPONSOR’s sponsorship, exhibition booth location, and other benefits under this Agreement to other potential sponsors/exhibitors; provided that TECHWEEK will first notify SPONSOR of such late payment and provide SPONSOR a cure period of five (5) days in which to make such payment prior to TECHWEEK exercising any of the remedies in the previous sentence.
5. Liability and Insurance. SPONSOR shall carry adequate personal and property damage liability and workers’ compensation insurance as required to comply with all applicable laws and as reasonably and customary for exhibitors to carry in respect of tradeshow programs similar to the event. SPONSOR will secure and furnish certificates of insurance to TECHWEEK naming TECHWEEK as an additional insured. Failure by TECHWEEK to request proof of insurance shall not relieve SPONSOR from carrying proper coverage. SPONSOR understands that neither TECHWEEK nor the venue maintains insurance covering SPONSOR’s property and it is the sole responsibility of SPONSOR to obtain such insurance.
6. Independent Contractors. Each party shall perform its obligations hereunder as an independent contractor and shall not be deemed an agent, joint venturer or partner of the other. Neither party shall have any right, power, or authority to enter into any agreement or bind or incur any obligation or liability on behalf of the other party.
7. Non-Solicitation. SPONSOR shall not, during the term of this Agreement and the one (1) year period following any expiration or termination of this Agreement, directly or indirectly, hire or attempt to hire, or solicit, or attempt to solicit, the employment of, whether as an employee, consultant or any other capacity, for SPONSOR or any of its affiliates, any present or former employee or independent contractor of TECHWEEK without the express written consent of TECHWEEK.
8. Non-Disparagement. SPONSOR will not and will cause its employees, representatives and agents not to, directly or through any other person or entity, make any defamatory, disparaging, derogatory, false or misleading remarks or statements about TECHWEEK or any of its other sponsors and marketers, as well as any of their respective affiliates, directors, managers, partners, members, shareholders, officers, employees, agents or representatives (including without limitation, Guild Capital LLC) or do anything that may harm the business, professional or personal reputation of, or that does or would reasonably be expected to result in unwanted or unfavorable publicity to, TECHWEEK any of the other foregoing persons or entities, or any endorsement of any statement or remarks made by any other person.
9. Representations. Each party represents to the other that it has the full corporate right, power and authority to enter into this Agreement and to
perform its obligations hereunder; (ii) the execution of this Agreement by such party and performance of its obligations hereunder comply with all applicable laws, rules and regulations; and (iii) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.
10. Disclaimer.Except as expressly set forth in this Agreement, neither party makes any representations or warranties to the other party, express or implied, including without limitation those relating to performance, condition, non-infringement, merchantability, fitness for a particular purpose.
11. LIMITATION OF LIABILITY. TECHWEEK SHALL NOT BE LIABLE TO SPONSOR OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXPECTATION OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR OTHER SIMILAR TYPE OF DAMAGES), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TECHWEEK’S MAXIMUM AND AGGREGATE LIABILITY (FOR A SINGLE OR MULTIPLE CLAIMS) TO SPONSOR OR ANY OTHER PERSON FOR BREACHES OF THIS AGREEMENT (OTHER THAN AMOUNTS OF REVENUE SHARE PAYABLE TO PUBLISHER UNDER THIS AGREEMENT), THIRD PARTY CLAIMS OR OTHERWISE SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY SPONSOR TO TECHWEEK. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL TECHWEEK BE LIABLE FOR THE ACTS OR OMISSIONS ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION THE ACTS OF ANY OWNER OR OPERATOR OF THE VENUE FOR THE EVENT, ANY EVENT VENDOR, ANY EVENT ATTENDANT OR ANY OTHER SPONSOR OR MARKETER AT THE EVENT. ANY LEGAL ACTION BY SPONSOR ARISING UNDER THIS AGREEMENT MUST BE FILED WITHIN TWELVE (12) MONTHS FROM THE DATE THAT SUCH CLAIM ARISES, AND SPONSOR WAIVES ANY RIGHT TO FILE ANY ACTION ARISING UNDER THIS AGREEMENT UNDER ANY LONGER STATUTE OF LIMITATIONS PERIOD.
12. Indemnification. Without limiting the foregoing, SPONSOR assumes full responsibility for and shall indemnify, defend and hold harmless TECHWEEK, the venue, and their successors, assigns, parents and subsidiaries, and the officers, directors and employees of each of them, from and against any and all claims, losses, actions, damages, expenses and all other liabilities including, but not limited to, costs and reasonable attorneys’ fees arising out of or in connection with any activities undertaken by SPONSOR or any of its agents, assigns, contractors or their employees during or in connection with the Event, or otherwise associated with the rights granted herein or the performance by SPONSOR hereunder, including without limitation, any violation of law, negligence or willful misconduct by SPONSOR or its agents, assigns, contractors or employees, as well as any claims arising from any advertising or marketing materials provided by SPONSOR and published by TECHWEEK on behalf of SPONSOR.
13. Force Majeure. Neither party shall be liable, nor shall any credit or other remedy be extended, for any failure to fulfill obligations under this Agreement due to any causes whatsoever beyond a party’s reasonable control including, but not limited to, acts of God, flood, extreme weather, fire or other natural calamity, terrorism, action or decree of civil or military authority, power/utility failures, national emergency, riot, war, labor dispute or shortage, material shortage, failure of supplier, or embargo.
14. Governing Law; Dispute Resolution. This Agreement is governed by the laws of the State of Illinois without regard to its conflicts of laws rules. TECHWEEK and SPONSOR hereby irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts situated in Cook County, Illinois for the purposes of any disputes or claims brought by either party regarding or arising from this Agreement. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY. SPONSOR shall be responsible for all of TECHWEEK’s costs of collection of any unpaid Sponsorship Fees due or payable pursuant to this Agreement, including without limitation any fees payable to any collection agency, applicable filing fees and other court costs and reasonable attorney’s fees (which include the reasonable cost of in-house counsel for TECHWEEK for time allocated with respect to such collection matter.), and other associated costs and expenses.
15. Miscellaneous. SPONSOR may not assign or transfer this Agreement or any of its rights or obligations hereunder without TECHWEEK’s prior written approval. Subject to the above restrictions, this Agreement shall be binding upon and shall inure to the benefit of each respective party’s permitted successors and assigns. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected thereby. A party’s waiver or failure to enforce any term of this Agreement shall not be or be construed as a waiver or release of such term for any such act or omission or of the same terms for any subsequent act or omission unless such waiver and release is in a signed writing by such party. Any notice provided under this Agreement will be in writing and will be effective and deemed delivered three (3) days after posting with the United States Postal Service when mailed by certified mail, return receipt requested, properly addressed and with the correct postage, one (1) day after pick-up by the courier server when sent by overnight courier, properly addressed and prepaid, or on the date of the sender’s electronic confirmation or receipt when sent by facsimile transmission. Notices will be sent to the addresses or FAX numbers set forth in this Agreement, unless either party notifies the other in writing of an address or FAX number change. This Agreement may be signed by the parties in separate counterparts. Signatures delivered in electronic form shall be binding on the delivering party.
PART B – EXHIBITING TERMS
(Applicable if SPONSOR will also be exhibiting at the Event. The term “Exhibitor” in these Terms refers to SPONSOR.)
16. Exhibit Occupancy. Exhibitor personnel must confine their activities to the Exhibitor’s Stand space. Stands must be staffed at all times during scheduled exhibition hours (personnel must be at least 18 years of age). Exhibitor acknowledges that attendance by SPONSOR at the Event is critical to the success of the Event. All Stands must remain staffed and fully intact until the Event closes on the final day. If Exhibitor fails to fully staff and/or prematurely dismantles said space, Exhibitor agrees to pay $1,500 as liquidated damages and may forfeit the right to exhibit at future TECHWEEK trade shows. TECHWEEK may occupy SPONSOR’s exhibit space if it remains empty during expo hours.
17. Competitive Events. Exhibitor shall not produce, promote, endorse, market or sponsor any Competitive Event without the express prior written consent of TECHWEEK. A “Competitive Event” means a technology-related show, party or other event that is held in city (including any surrounding 50 mile area) where the Event is located any time during the period when the Event is held.
18. Program Directory / Exhibitor Registration. Only the name of SPONSOR that appears on this Agreement may utilize the contracted Stand space, and only that name will appear in the Exhibitor listings and on the Exhibitor’s conference registration badges. Exhibitor shall not assign, share, sublet, license or sublicense any part of its exhibit space without the express prior written consent of TECHWEEK.
19. Exhibit Space Amendments. TECHWEEK further reserves the right to assign, move or reallocate Exhibitor’s Stand space to a new location in the interest of a better showing of exhibits, or to cancel this Agreement for the betterment overall of TECHWEEK or for any other reason deemed necessary by TECHWEEK. Exhibitors will be notified in writing of such movement. If the changes result in exhibiting in an area of different value as specified by TECHWEEK, SPONSOR’s Sponsorship Fee will be adjusted on a pro-rated basis, which may result in a refund to SPONSOR if such value is less than the value as set forth in Appendix A of Sponsorship Agreement. SPONSOR agrees that any such changes shall made by TECHWEEK in its reasonable discretion, shall not be treated as a modification of this Agreement or as a breach of the terms of this Agreement, or entitle SPONSOR to terminate this Agreement or otherwise cancel or rescind its obligations under this Agreement. All terms of this Agreement remain in effect upon such movement of Stand space by TECHWEEK.
20. Policy on Selling. Over the counter sales (i.e., cash, check and/or credit cards) are permitted only with express written permission from TECHWEEK. Exhibitor is responsible for paying all applicable sales and other tax relating to any such sales.
21. Additional Services. For insurance, safety and security purposes, additional electrical, cleaning, catering, drayage and other special services needed by Exhibitor shall be provided only when Exhibitor orders and agrees to pay for these services from the exclusive suppliers authorized to provide such services listed in the Exhibitor Manual.
Code of Conduct
Techweek celebrates innovators and dreamers. We believe that diversity is essential for growth, and we are pleased to serve tech fans of all generations, genders, races, ethnicities, religions and creeds, body types, physical and mental strengths, political ideologies, and sexual orientations.
As we launch Techweek, we insist that all Techweek affiliates, partners, volunteers, and other
participants emulate our appreciation for diversity in all its forms. This means that all events held in conjunction with Techweek must at all times demonstrate respect and consideration for all Techweek attendees .
To clarify our expectations as to how Techweek partners and attendees will contribute to a safe, respectful environment throughout all Techweek events, we have outlined below a standard set of codes by which we expect all participants to conduct themselves.
Techweek Codes of Conduct
FOOD AND DRINK
Attendees at Techweek range in age, dietary needs, and sensitivity to various substances. As a partner, should you choose to serve food or drink at your event:
- You must ID all recipients of alcoholic beverages to ensure they are of legal age
- You must provide food allergen information upon request to attendees
- You must ensure safe practices regarding alcohol consumption by attendees
- Illegal substances are prohibited, and any party found in possession of such substances will be expelled from Techweek and face subsequent legal action
All participants must respect the sexual identities , sexual orientations , and sexual agency
of all other participants.
Unwanted sexual advances, including comments, gestures, stalking, lewd images, physical
contact, coercion, or assault, will result in expulsion from Techweek and in appropriate legal action.
All materials brought into Techweek, whether by a partner or attendee, must be respectful to all other attendees. Any material deemed to convey messages which threaten or devalue another party on the basis of gender or sexuality will be confiscated , and the parties responsible for such materials will be expelled from Techweek.
All participants (partners, speakers, volunteers, attendees, etc) will show respect and consideration for all other attendees at all times through their comments, postures, gestures, actions, and all other behaviors.
All partners are expected to invite and allow all attendees to attend any event hosted at or in conjunction with Techweek. Failure to comply with this expectation will result in expulsion from Techweek.
Behaviors or materials which devalue or discriminate against any persons or groups, (whether by race, ethnicity, generation, gender, sexual orientation, sexual experience, religion, creed, physical or mental strengths, political ideology, career, socioeconomic status, education, personal opinion, or subculture affiliation) will result in expulsion for Techweek. Such behaviors and materials include threatening or disparaging comments, gestures, images, offensive objects, destruction of property, unwanted physical contact, and physical or psychological harm.
Peaceful and safe conduct is expected of all Techweek participants at all timesthis includes all events held by sponsors or partners in conjunction with Techweek, whether on or offsite.
Any behaviors or materials which imply, promote, threaten, or enact violence or danger to any Techweek affiliate, partner, or attendee will result in the expulsion of responsible parties from Techweek. This includes negligent or reckless behaviors that endanger attendees as well as aggressive or malicious acts.
During Techweek, local police and security detail will be present throughout all conference spaces for your protection.
Moreover, Techweek will maintain a Safety Representative at the Techweek Information Booth, located near the Registration Tables. Report any safety concerns or complaints of discriminatory, harassing, or otherwise unsafe behavior to the Safety Representative as soon as possible. All reports to the Safety Representative will remain entirely confidential and will be immediately investigated by Techweek representatives.
The Techweek Safety Representative will enact any safety measures deemed necessary, including but not limited to:
- Expelling unsafe parties from Techweek without refund
- Assigning escorts from available local police force
- Confiscating unsafe materials
- Putting victims of unsafe behavior in contact with local resources for additional expert assistance
- Initiating legal action against perpetrators of unsafe behavior
Please contact Techweek representatives as soon as possible regarding any discriminatory, harassing, or unsafe behaviors or materials, regardless of whether you are directly involved or a third-party observer. It is the responsibility of every Techweek attendee to keep all other attendees safe.
If you are not comfortable reaching out the Techweek Safety Representative in person, you are welcome to contact Techweek by email at email@example.com. A representative is ready to help and will respond promptly.
In the unfortunate and unlikely event that a partner, participant, volunteer, attendee or other
Techweek affiliate is deemed in violation of any of the previously described safety expectations, such parties will be immediately expelled from Techweek, including the conference and any other event affiliated with Techweek for the remainder of the week . The Techweek passes of said parties will be confiscated without refund and said parties will be denied re-entry to Techweek and any other Techweek related event.
In the event that the behavioral violation includes criminal activity , Techweek will instigate legal action against responsible parties.
Techweek relies on all participants to make the whole week enjoyable and successful for everyone. We welcome any comments, questions, or suggestions you may have to help us make Techweek the best possible experience for all attendees.
Feel free to reach us at firstname.lastname@example.org
Thank you in advance for your role in making Techweek a truly fantastic event for
Last Updated: November 19, 2013
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