Conference Sponsors Terms and Conditions

1. Definitions.

“Agreement” means the Sponsorship Agreement together with these Terms, all amendments/modifications, and any Event rules and regulations incorporated herein by reference.
“Data Protection Laws” means any and all applicable data protection, security, or privacy-related laws, statutes, directives, or regulations in any relevant jurisdiction relating to Personal Information and privacy, and as each may be amended, extended or re-enacted from time to time, and includes without limitation U.S. laws such as the California Consumer Privacy Act, the California Privacy Rights Act, the Children’s Online Privacy Protection Act, the Health Insurance Portability and Accountability Act, and, to the extent applicable, the Regulation, and any other applicable privacy or data protection laws.
“Event” means the specific expositions or conferences identified on the Sponsorship Agreement.
“Fees” means the fees payable by Sponsor as set forth on the Sponsorship Agreement.
“Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or can reasonably be linked, directly or indirectly, with a particular individual or household, or is otherwise defined as “personal data,” or “personally identifiable information” by applicable Data Protection Laws.
“Questex” means Questex, LLC, its respective Representatives, subsidiaries, affiliates, and assigns.
“Regulation” means the General Data Protection Regulation (Regulation (EU) 2016/679).
“Reportable Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed.
“Representatives” means the employees, consultants, agents, contractors and other representatives (or employee, consultant, agent, contractor or other representative thereof) of a party.
“Space” means the area in the Venue allocated to Sponsor by Questex for the purposes of exhibiting or conducting Sponsorship Activities, including any tables, booths, or other assigned locations.
“Sponsor” means the sponsoring company identified on the Sponsorship Agreement.
“Sponsorship Agreement” means the document executed by Sponsor and Questex that sets forth the commercial terms and details of Sponsor’s sponsorship and participation in the Event.
“Terms” means these Sponsorship terms and conditions.
“Venue” means the facility in which the Event is conducted.
“Venue Management” means the owner or manager of the Venue and its Representatives.

2. Agreement.

The Sponsorship Agreement, when properly executed by Sponsor and upon written acceptance by Questex, shall constitute a valid and binding agreement. Questex reserves the right to accept or refuse any Sponsorship Agreement for participation in the Event in its sole discretion. Questex reserves the right to interpret this Agreement and to adopt further regulations as may be deemed necessary by it for the general success of the Event, including these Terms, rules and regulations governing use of the Venue, and any other contracts or materials related to the Event, all of which are made a part hereof as though fully incorporated herein, and the Sponsor agrees to be bound thereby.

3. Compliance

Sponsor agrees to comply with these Terms, and observe all applicable laws, codes, ordinances, rules, and regulations of the jurisdiction in which the Event is held, including but not limited to all applicable health and safety, labor, fire, and building regulations, as well as all rules and regulations of the Venue (including any applicable union or local labor work rules).

4. Payment Terms

Billing for the Fees will be in accordance with the terms selected by Sponsor on the Sponsorship Agreement and as accepted by Questex. Unless otherwise specified in the Sponsorship Agreement, all Fees are due within thirty (30) days of invoice. Invoices issued within thirty (30) days of the Event start date are due immediately. In all cases, all Fees must be paid in full prior to the Event as a condition of participation. Time is of the essence with respect to all payments.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated daily from the due date until paid. If Sponsor fails to make payment when due, Questex may, upon written notice, suspend performance, withhold sponsorship benefits, deny access to the Event, and/or reassign or resell the sponsorship opportunity without liability. Failure to cure nonpayment within fifteen (15) days after written notice shall constitute a material breach entitling Questex to terminate this Agreement, accelerate all remaining Fees, and retain all amounts previously paid. Sponsor shall remain liable for the full contracted Fees, and Questex may pursue all remedies available at law or equity, including recovery of reasonable attorneys’ fees and collection costs. Questex may, but is not obligated to, resell the sponsorship opportunity, and any net proceeds actually received from resale may, in Questex’s discretion, be credited against Sponsor’s outstanding obligations, and less reasonable resale expenses.

5. Use of Trademarks

Subject to the terms and conditions hereof, Sponsor hereby represents and warrants that it has the full right, power, and authority to grant, and hereby grants to Questex a nonexclusive, non-transferable (except to Questex’s Representatives), royalty-free, worldwide license to reproduce, display, publish, and distribute Sponsor’s logos, trademarks, trade names, and other identifying materials provided by Sponsor (collectively, the “Sponsor Marks”) solely in connection with the promotion, marketing, advertising, production, and operation of the Event and related materials in accordance with this Agreement.

Questex shall use the Sponsor Marks in a manner consistent with any reasonable written brand usage guidelines provided by Sponsor in advance. Except for standard inclusion of Sponsor Marks in promotional materials, websites, social media, exhibitor listings, onsite signage, mobile applications, and similar materials consistent with the sponsorship benefits, Questex shall not materially modify Sponsor Marks or create standalone endorsements without Sponsor’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. If Sponsor fails to respond to a written request for approval within five (5) business days, approval shall be deemed granted.

The foregoing license shall terminate upon the expiration or termination of this Agreement; provided, however, that Questex may continue to use the Sponsor Marks as reasonably necessary in connection with post-Event reports, historical listings of sponsors, and materials already in production as of the effective date of termination. If this Agreement is terminated for any reason after marketing or promotional materials have been printed, published, scheduled, or committed to production, Questex shall have no obligation to recall, remove, or revise such materials, and the license granted herein shall continue solely with respect to such materials through the conclusion of the Event.

6. Indemnification

Sponsor shall indemnify, defend (with legal counsel satisfactory to Questex), and hold harmless Questex and its Representatives, the Venue, and the Venue Management and its Representatives (each, an “Indemnified Party”) from and against any and all claims, demands, suits, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) which result from or arise out of or in connection to: any injury to or death of any person, or damage to property, caused by any act, omission, misconduct, negligence, gross negligence, willful misconduct, or violation of law of the Sponsor, its Representatives, or invitees; or any breach by Sponsor of this Agreement or violation of any applicable law in connection with the Event or Sponsor’s participation therein.

Sponsor shall indemnify, defend (with legal counsel satisfactory to Questex), and hold harmless each Indemnified Party from and against any and all third-party claims, demands, suits, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) which result from or arise out of or in connection to: (a) any breach by Sponsor, its Representatives, or invitees, of any agreements, covenants, promises or other obligations under this Agreement, (b) any act, omission, misconduct, negligence, gross negligence, willful misconduct, or violation of law of the Sponsor, its Representatives or its invitees, (c) any infringement of third-party intellectual property rights resulting from the display, use, or distribution of any products, materials, documents, or other items provided or exhibited by Sponsor at the Event, or (d) any violation of applicable law arising from the use, possession, or receipt by an Indemnified Party of products, materials, documents, or other items provided by Sponsor.

7. Limitation of Liability

To the fullest extent permitted by law, neither Questex nor Sponsor shall be liable to the other for any loss of profits, loss of business, loss of opportunity, loss of goodwill, loss or corruption of data, or any other economic loss, or for any incidental, special, indirect, punitive, or consequential damages arising out of or in connection with this Agreement, whether or not the party was advised of the possibility of such losses or damages. The maximum aggregate liability of Questex under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees actually paid to Questex by Sponsor under this Agreement. Except as expressly set forth herein, each party disclaims all warranties, conditions, and representations, whether statutory, express, or implied, relating to the Event or this Agreement.

8. Insurance

Sponsor agrees to maintain adequate insurance to fully protect Questex and its Representatives and the Venue from any and all claims, which may arise in connection with 1) Sponsor’s breach of any material term of this Agreement or any statutory, regulatory or common law obligation; 2) liabilities or obligations, or any third party claims (including, without limitation, personal injury, death or property damage, including with respect to products and completed operations; and 3) any public relations, promotional or other material furnished by or on behalf of Sponsor unless such material was modified by Questex and such modification is direct cause of such claim. Sponsor shall maintain the required insurance coverage with limits of not less than $1,000,000 USD per occurrence and $2,000,000 USD in the aggregate. Such coverage shall be evidenced by a certificate of insurance providing for at least a 30-days’ prior written notice of cancellation provision to the holder. The certificate shall name Questex and the Venue as additional insureds and must be provided to Questex no later than thirty (30) days before the Event’s opening date. Sponsor acknowledges that the certificate of insurance requirement shall not be deemed waived, nor shall Sponsor be relieved of its obligations to provide such certificate, even if Questex provides Sponsor with the benefits hereunder without having received such certificate from Sponsor.

9. Approval of Certain Sponsor Activities

Sponsor must obtain Questex’s prior written approval before conducting any of the following activities in connection with the Event: (a) any activity occurring outside of Sponsor’s assigned Space; (b) the use of pyrotechnics, open flame, or similar special effects; (c) the distribution of sampling of food or beverages; (d) any musical or other live performance; (e) the use, display, or presence of live animals; or (f) any scheduled presentation, talk, demonstration, or speaking engagement directed to an audience at the Event outside ordinary interactions within Sponsor’s Space. Questex reserves the right to restrict, modify, or prohibit any Sponsor activity, that, in Questex’s reasonable judgement, due to noise, method of operation, materials, content, safety concerns, or any other reason, is objectionable, disruptive, unlawful, inconsistent with the inconsistent with the character or reputation of the Event, or noncompliant with applicable laws, venue rules, or this Agreement. This reservation of rights applies to, without limitation, persons, displays, signage, audiovisual materials, printed matter, giveaways, demonstrations, and conduct of any kind.

Questex reserves the right, in its sole discretion and at any time, to make alterations to the floor plan of the Event, the layout of the Venue, or the specification, size, shape, or location of the Space, as it deems in the best interest of the Event. In the event Questex restricts, modifies, or removes, any Sponsorship Activity in accordance with this provision, Questex shall not be liable for any refunds, costs, damages, or other expenses incurred by Sponsor.

10. Cancellation by Sponsor

In the event Sponsor seeks to cancel this Agreement, Sponsor acknowledges that Questex would be harmed and suffer loss and that it would be difficult to determine the precise value or amount of such harm. All cancellations by Sponsor must be made in writing and sent by certified mail, return receipt requested, and the effective date of cancellation shall be the postmark date of such notice. If Sponsor cancels this Agreement, Sponsor shall remain liable for (a) fifty percent (50%) of the Fees if the effective date of cancellation occurs more than one hundred fifty (150) days prior to the Event start date, and (b) one hundred percent (100%) of the Fees if the effective date of cancellation occurs one hundred fifty (150) days or fewer prior to the Event start date. Any portion of the Fees not previously paid shall be due and payable immediately upon demand. The parties agree that the foregoing amounts constitute liquidated damages and not a penalty, and represent a reasonable estimate of the damages that Questex would incur as a result of such cancellation.

11. Cancellation or Postponement of the Event

Questex reserves the right to cancel, rename or relocate the Event or change the dates on which it is held. If Questex changes the name of the Event, relocates the Event to another event facility and/or city, or changes the dates for the Event to dates that are not more than 90 days prior or 180 days later than the dates on which the Event originally was scheduled to be held, no refund will be due to Sponsor, but instead Questex shall assign to Sponsor, in lieu of the original space, such other sponsorship as Questex deems appropriate and Sponsor agrees to accept such sponsorship under the terms of this Contract. If Questex cancels the Event due to a Force Majeure Event (as defined below) then Questex may retain a portion of Sponsor’s Fees as shall be required to compensate it for expenses incurred in relation to the Event up to the time such contingency and resulting cancellation shall have occurred, and return of the balance of the Fees paid herein by Sponsor (“Net Balance”), which will satisfy all liability of Questex to Sponsor whatsoever. Upon refund of the Net Balance, Sponsor waives any claim against Questex for damages by reason of termination caused by such force majeure event. For the avoidance of doubt, Questex shall have the option but not the obligation to refund to Sponsor an amount greater than the Net Balance, based upon individual facts and circumstances that Questex shall determine and evaluate in its sole and absolute discretion. For the purpose of this Section “Force Majeure Event” means any event or circumstance arising that is beyond the reasonable control of Questex (including but not limited to governmental laws, ordinances, regulations, requisitions, restrictions, guidelines, recommendations or action, imposition of sanctions, embargo, military action, acts or threats of terrorism or war, mob, civil commotion or riot, health scares (including without limitation, epidemic and pandemic (e.g., COVID-19), whether or not new, ongoing or recurring), fire, acts of God, flood, drought, earthquake, severe weather, disaster, disruption to transportation, third party contractor/supplier failure, venue damage or cancellation, industrial dispute, strikes, labor disputes, interruption/failure of utility service, lack of commodities or supplies, accidents, nuclear, chemical or biological contamination, speaker or participant cancellation or withdrawal, or any other comparable calamity or casualty). If Questex elects to cancel the Event other than for a reason previously described in this paragraph, Questex shall refund to Sponsor its entire Fees previously paid, in full satisfaction of all liabilities of Questex to Sponsor. Sponsor agrees that, except as expressly provided in this paragraph, it shall and hereby does waive any and all claims for damages or compensation resulting from or relating to the cancellation, postponement, renaming, relocation or rescheduling of the Event.

12. Termination

This Agreement may be terminated by Questex by written notice to Sponsor upon the occurrence of any of the following events: (i) the Venue becomes unfit for occupancy and use; (ii) the Event is cancelled for any reason, including by Questex in its sole discretion; or (iii) payment of Fees is not made by Sponsor in accordance with the terms of this Agreement.

This Agreement may be terminated by either party upon written notice if: (i) the other party materially breaches this Agreement or any applicable law and fails to cure such breach within fifteen (15) days after written notice; or (ii) the other party becomes bankrupt, insolvent, or enters into liquidation, receivership, or administration, or in the reasonable opinion of the terminating party becomes unable to pay its debts as they become due.

13. Effect of Termination

Termination by Questex for Sponsor Breach. If Questex terminates this Agreement due to Sponsor’s material breach, including failure to pay Fees when due, Sponsor shall remain liable for the full amount of the contracted Fees. Questex shall have the right to retain all Fees previously paid and to accelerate and collect any remaining Fees due under this Agreement. Questex may exercise any other remedies available at law or in equity.

Termination by Sponsor for Questex Breach. If Sponsor terminates this Agreement due to an uncured material breach by Questex, Questex shall refund to Sponsor the Fees actually paid by Sponsor under this Agreement. Such refund shall constitute Sponsor’s sole and exclusive remedy and the full satisfaction of all liabilities of Questex to Sponsor arising out of or relating to this Agreement or its termination, and Sponsor hereby waives any and all claims for damages, costs, or compensation of any kind (including consequential, incidental, or lost profit damages) arising from or relating to such termination.

Termination Due to Sponsor Cancellation or Withdrawal. Sponsor’s cancellation or withdrawal from the Event shall be governed by Section 10 of this Agreement.

Termination Due to Event Cancellation or Venue Unavailability. If this Agreement is terminated because the Event is cancelled, or the Venue becomes unfit for occupancy or use, the rights and obligations of the parties shall be governed by Section 11 of this Agreement, which shall control with respect to any refunds or limitations of liability.

14. Relationship of Party

The parties are acting herein as independent contractors. Nothing herein contained will create or be construed as creating a partnership, joint venture or agency relationship between the parties and no party will have the authority to bind the other in any respect.

15. Taxes

All Fees due under this Agreement are exclusive of any applicable taxes, levies, or duties (collectively, “Taxes”). Sponsor shall be solely responsible for the payment of any and all Taxes imposed on Sponsor in connection with this Agreement or Sponsor’s participation in the Event, and shall indemnify and hold harmless Questex from any liability for such Taxes. If Questex is required to collect or pay any Taxes on behalf of Sponsor, Sponsor shall promptly reimburse Questex for the full amount of such Taxes.

16. Severability

If any term of this Agreement is determined to be invalid, illegal, or unenforceable, such term shall be enforced to the fullest extent permitted by law, and the remainder of the Agreement shall continue in full force and effect.

17. Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed; provided, however, that either party may assign this Agreement without such consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, provide that the successor assumes all obligations under this Agreement in writing. Any attempted assignment in violation of this provision shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

18. Costs, Expenses and Attorneys’ Fees

If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses, and attorneys’ fees (including all related costs and expenses) incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.

19. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York, and each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

20. Exhibitor Agreement

All rules and regulations of all applicable exhibitor agreements and related materials are hereby incorporated into this Agreement.

21. Errors and Omissions

Sponsor acknowledges that Questex may produce event directories, websites, mobile applications, signage, and other promotional or sponsorship materials in connection with the Event. Questex shall use commercially reasonable efforts to ensure the accuracy of such materials; however, Questex shall not be liable for any errors or omissions therein, except to the extent resulting from Questex’s gross negligence or willful misconduct.

22. Electronic Messages

By providing Questex the contact information set forth on the Sponsorship Agreement, Sponsor consents and agrees to receive (i) telephone solicitations initiated by or on behalf of Questex and directed to the telephone number provided above and (ii) commercial electronic mail messages sent by or on behalf of Questex, its affiliates, lines of business and divisions.

Subsequent to the Event’s conclusion you may be rescind these consents by sending a written request to privacy@questex.com.

23. Notices

Any notice required under this Agreement will be in writing and sent to the appropriate address listed on the Sponsorship Agreement, or to such other address as may be provided by either party from time to time. Notices will be sent by certified mail, registered mail or reputable overnight courier, return receipt requested, and will be effective when received.

24. Data Protection

If Sponsor is entitled to receive any list containing personal information that identifies, relates to, describes, is capable of being associated with, or can reasonably be linked, directly or indirectly, with a particular individual or household (a “Data List”) pursuant to this Agreement or its participation in the Event, Sponsor agrees (i) to keep the Data List Confidential and not disclose it to any third party, (ii) comply with Data Protection Laws with respect to the Data List, (iii) only use the Data List for such purpose(s) limited to the Sponsor’s legitimate business interests and as have been agreed to with Questex in writing, (iv) securely delete or put beyond use all or any party of the Data List upon Questex’s reasonable request or by such time as is required by Data Protection Laws, whichever is earlier, and (v) act reasonably in providing such information and assistance as Questex may request to enable Questex to comply with its obligations under Data Protection Law. Questex collects, uses and protects personal data in accordance with its privacy policy which can be found here: https:// https://questex.com/privacy-policy/.

25. Amendments

The terms of this Agreement may not be modified, except by written agreement, signed by both parties.

25. Entire Agreement

This Agreement constitutes the entire Agreement between Sponsor and Questex concerning the sponsorship opportunities for the Event.