[EVENT] TERMS & CONDITIONS
These Terms and Conditions (“Terms”), together with the [Exhibitor / Sponsor] Agreement constitutes the entire agreement (the “Agreement”) between [EVENT PRODUCER/MANAGER NAME] (“Manager”) and the [“Exhibitor” / “Sponsor”] identified in the [Exhibitor / Sponsor] Agreement (“Participant”) with respect to [NAME OF EVENT/TOUR/FESTIVAL] (“Event”). Participant’s participation in Event is conditioned upon Participant’s assent that any terms different from or in addition to these Terms, whether communicated orally or contained in any confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Agreement, even if Participant purports to condition its acceptance of these Terms on the Manager’s agreement to such different or additional terms. These Terms and Conditions may be updated and changed from time to time and are effective immediately upon posting such changes on the website. Participant’s electronic acceptance, payment, receipt of payment, acknowledgement of these Terms, or commencement of performance, constitutes Participant’s acceptance of these Terms, and Participant’s initial and continued permission to participate in the Event (as defined in the application) is subject to these Terms:
1. LICENSE GRANTS
1. Participant hereby grants Manager, and Manager hereby accepts, a non-exclusive, non-transferable, royalty-free license to use Participant’s Marks (“Participant Marks”) solely as is reasonably necessary to promote and publicize the Event and to otherwise perform Manager’s obligations under this Agreement; provided Manager either (i) uses the Participant Marks in the form provided by Participant; or (ii) obtains Participant’s written approval of the use of the Participant Marks prior to publishing or distributing materials incorporating them, which approval shall be deemed given if Participant does not object to any proposed use in writing within three (3) business days; and, provided further, that with respect to any templates approved by Participant, Manager shall not be required to obtain written approval of any subsequent use of the template unless it incorporates a material modification or alteration to any Participant Marks incorporated therein. Manager acknowledges and agrees that: (i) Participant’s Marks are and shall remain the sole property of Participant; and (ii) nothing in this Agreement shall confer upon Manager any right of ownership in the Participant Marks. Manager agrees not to use Participant’s Marks for any purpose other than those set forth in this Agreement, or as is otherwise approved in advance in writing by Participant.
2. Manager hereby grants Participant, and Participant hereby accepts, a non-exclusive, non-transferable, royalty-free license to use the Marks associated with the Event (“Event Marks”) solely in promotions, advertising and website identification for the purpose of leveraging Participant’s Participantship position in connection with the Event or as is reasonably necessary to otherwise perform Participant’s obligations under this Agreement; provided Participant either (i) uses the Event Marks in the form provided by Manager or (ii) obtains Manager’s written approval of the use of the Event Marks prior to publishing or distributing materials incorporating them, in which event Manager agrees that its approval shall not be unreasonably withheld or delayed. Participant acknowledges and agrees that: (i) the Event Marks are and shall remain the sole property of [the owner of the Event OR Manager]; and (ii) nothing in this Agreement shall confer upon Participant any right of ownership in the Event Marks. Participant agrees not to use the Event Marks for any purpose other than those set forth in this Agreement, or as is otherwise approved in advance in writing by Manager.
3.Neither Party shall 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.
4. All uses of a Party’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of such party, and each party shall retain all right, title, and interest in and to its Marks.
5. Participant hereby grants Manager and Event the right and license to publish, print, display, record and use (by photograph, film, tape, aural devices and any other method or device) the Participant’s, and all of its credentialed employees’ and guests’, name, voice, image and likeness while at the Festival (the “Recordings”), and use such Recordings for any and all purposes, in any and all media now known or hereafter devised. No cameras or recording devices are permitted at the Event, except as approved in advance by the Manager.
2. EVENT COMPLIANCE OBLIGATIONS
1. Each of Participant and Manager shall on a timely basis secure, and throughout the Event fully comply with, all licenses, permits, and approvals required by applicable statutes, laws, ordinances, regulations, rules, codes, orders, constitutions, treaties, common law, judgments, decrees, other requirements, or rules of law of any federal, state, local or foreign government (collectively, “Law”) in connection with the Event;
2. Participant shall inform its representatives who are present at the Event that Manager’s representatives will collect all remaining open and unopened alcohol beverages immediately following the conclusion of the Event, and Participant shall cause its representatives to promptly surrender any such alcohol beverages to Manager’s representatives at such time, in the interest of the safety of all guests, vendors and other authorized persons present; and
3. Each of Participant and Manager shall otherwise comply, and cause any subcontractors (if any) to comply, with all applicable Laws.
3. INSURANCE
1. Throughout the Term, Participant shall maintain, at its sole cost and expense, insurance for the Event and any associated activities in which Participant or any of its employees, contractors or agents participate in at least such amounts as a reasonably business in Participant’s industry would maintain.
2. This Section shall not be construed in any manner as waiving, restricting, or limiting the liability of either Party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a Party hereto to indemnify, defend, and hold the other harmless under this Agreement).
4. REPRESENTATIONS & WARRANTIES
1. Each Party represents and warrants to the other party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; and (iv) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
2. Participant further represents and warrants that the Participant Marks and Manager’s use thereof without alteration and otherwise strictly in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third party.
5. INDEMNIFICATION
Participant shall indemnify, defend and hold harmless Manager and its employees, officers, shareholders, members, subsidiaries, affiliates and agents 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, resulting from any claim, suit, action, or proceeding arising out of or related in any way to: (i) acts or omissions of Participant’s employees, independent contractors, subcontractors, agents or guests, in connection with this Agreement or the Event; (ii) Participant’s promotional activities or materials for or at the Event; (iii) Participant’s sale, promotion, distribution or use of Participant’s products or any other products supplied by Participant or on behalf of Participant in connection with this Agreement or the Event; (iv) any products or services, or the ingestion of any products, supplied by Participant or on behalf of Participant in connection with this Agreement or the Event; (v) the use of the Participant Marks, provided such use is in compliance with this Agreement; or (vi) Participant’s breach of any representation, warranty, covenant, or obligation of Participant under this Agreement.
6. FORCE MAJEURE
In the event that either Manager or Participant is unable to perform any of its obligations under this Agreement because of (i) acts of God; (ii) flood, fire, or explosion; (iii) war, terrorism, invasion, riot, or other civil unrest; (iv) embargoes or blockades in effect on or after the date of this Agreement; (v) national or regional emergency declared by a governmental or public authority; (vi) 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, including but not limited to in the event of declared pandemic or epidemic; or (vii) national or regional shortage of adequate power, telecommunications, or transportation facilities (each of the foregoing a “Force Majeure Event”), in each case, provided that (A) such event is outside the reasonable control of the affected Party; and (B) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event, then the Party that has been affected shall immediately provide written notice to the other Party. Upon receipt of that notice, all obligations under this Agreement shall be immediately suspended, and the Parties shall confer in good faith in an effort to agree on alternate means or methods of performance, including, in the case of a postponement or cancellation of the Event by governmental order, agreement on alternate dates for the Event on which Participant is able to participate. If the period of nonperformance exceeds one hundred twenty (120) days from the receipt of notice of the Force Majeure Event, and the Parties, following good faith discussions, are unable to agree on alternate means or methods of performance within that period, the Party whose ability to perform its obligations under this Agreement has not been affected may, by giving written notice in accordance with this Agreement, terminate this Agreement effective upon the date of receipt by the other Party. If Participant terminates this Agreement on the basis of a Force Majeure Event affecting Manager’s ability to perform, Manager will return any portion of the Sponsorship Fee previously paid by Participant, less any Sponsorship-related expenses that Manager has incurred on Participant’s behalf prior to the original notice of occurrence of the Force Majeure Event. Participant shall not be entitled to any other relief or remedies in the event of termination for a Force Majeure Event in accordance with this Section. If Manager terminates this Agreement on the basis of a Force Majeure Event affecting only Participant’s ability to perform, Manager shall be entitled to retain any portion of the Sponsorship Fee paid by Participant prior to receipt of written notice of the Force Majeure Event. In any event, neither Party will be liable or responsible to the other Party, or be deemed to have 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 Force Majeure Event.
7. TERMINATION
1. By Either Party. Either Party may terminate this Agreement, immediately upon written notice to the other Party if:the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured five (5) calendar days after the non-breaching Party provides the breaching Party with written notice thereof; any representation or warranty made by the other Party in this Agreement is false or misleading in any material respect; or
2. the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Effect of For Cause Termination by Manager. In the event of material breach of this Agreement by Participant, Manager may, at its sole and absolute discretion: (i) terminate the rights of Participant to the Sponsorship benefits outlined in this Agreement and all other rights or privileges of Participant hereunder and retain any portion of the Sponsorship Fee that has been paid by Participant as liquidated damages, which Participant agrees is a reasonable estimate of the damages that would be suffered by Manager in such event and is not a penalty; or (ii) pursue any other available remedies at law or in equity.
4. Effect of For Cause Termination by Participant. In the event of material breach of this Agreement by Manager and Manager’s failure to cure the material breach within 5 business days after it received written notice of breach from Participant, then Participant may terminate this Agreement and receive a refund of its Sponsorship Fee less any costs incurred as of that date by Manager relating to Participant’s participation in Event.
8. RISK OF LOSS OR THEFT
Participant acknowledges and assumes sole responsibility for the security of all goods, property, equipment, materials, product or any other items (“Participant’s Property”) that Participant or its employees, contractors, agents, or other representatives bring to the Event. Manager shall have no obligation or liability whatsoever for any loss, misplacement or theft of Participant’s Property unless such loss, misplacement or theft results directly from Manager’s willful misconduct.
9. RELATIONSHIP BETWEEN THE PARTIES
The relationship between Participant and Manager is that of a non-exclusive independent contractor and not as a subcontractor, agent, or employee of one another. This Agreement does not authorize Participant to do business under the name of the Event or any name similar thereto, or to enter into any contracts or agreements of any type in the name of, or on behalf of Manager or related to Event.
10. CHOICE OF LAW; DISPUTES.
1. GOVERNING LAW. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida 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 Florida.
2. EXCLUSIVE VENUE FOR DISPUTES. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the city of Miami and County of Dade, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.
3. PREVAILING PARTY ATTORNEYS’ FEES & COSTS. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement or the Event, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.
11. GENERAL
1. NOTICES. Any notices to be given in connection with this Agreement shall be made in writing and shall be sent by hand delivery, nationally recognized overnight delivery service, certified United States mail, return receipt requested, with postage prepaid, or by email with confirmation of delivery (via automatic software or reply from receiving Party). Any notice actually received shall be deemed given in accordance with the terms of this Agreement.
2. ASSIGNMENT. Neither Party may assign any of its rights and obligations under this Agreement to any Party without the prior written consent of the other Party.If any term or provision of this Agreement or the application thereof to any entity, person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to entities, persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
3. SURVIVAL. The provisions set forth in the following Sections, 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 any expiration or termination of this Agreement: Sections 9, 10, 13, 14, 15 and 16(a).
4. COMPLIANCE WITH APPLICABLE LAWS. The Parties shall comply with all applicable federal, state and local laws in performing under this Agreement.
5. AMENDMENTS AND WAIVERS. No change or modification of this Agreement shall be valid unless it is in writing and signed by Manager and Participant. No waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by the Party against whom such waiver is sought to be enforced.
6. NO THIRD PARTY RIGHTS. Participant shall not confer any Sponsorship rights to any third party under this Agreement. Participant acknowledges that no branding or benefits relating to the Event shall be made available to any entity other than Participant, except upon Manager’s advance written approval.
