NOW THEREFORE, THE EVENT ORGANIZER AND THE SPONSOR AGREE AS FOLLOWS:
1. ACCEPTANCE
The terms of this Agreement relate to the Sponsor’s participation in each selected DigiMarCon Event and any expressly included TECHSPO activities (each, the “Event”). The Event Organizer offers the specified package on these terms, which the Sponsor accepts by submitting the completed and signed order. This Agreement becomes binding when the Event Organizer receives it, subject to the Event Organizer’s right to reject the Application under Section 4. The Sponsor’s payment obligations apply even if payment has not been made, an invoice has not been issued or the Event Organizer has not countersigned.
2. ENTIRE AGREEMENT
This Agreement and its applicable Schedules constitute the entire agreement between the Event Organizer and the Sponsor concerning its subject matter and supersede all previous agreements and representations, oral or written. The applicable Schedules are the versions supplied or identified before the order is submitted, subject to operational updates under Section 24. If they conflict, this Agreement controls the fees, cancellation rights and liability provisions. Except as expressly stated in this Agreement and to the fullest extent permitted by law, the Event Organizer specifically disclaims all implied warranties, including noninfringement, merchantability, accuracy of data, and fitness for a particular purpose, and does not guarantee any particular level of marketing, publicity or attendance. Section 16 further addresses these limitations.
3. CONFLICTING PURCHASE ORDER AND SUPPLIER PORTAL TERMS
Any Sponsor purchase order, vendor registration, procurement portal, supplier code, payment-platform terms or other administrative document is for processing convenience only and does not add to or amend this Agreement. Additional or inconsistent terms proposed by the Sponsor are rejected unless specifically identified and accepted in a written amendment signed by both parties under Section 24. A purchase-order reference on an invoice, acceptance of payment, administrative access to a portal or performance of the sponsorship does not, by itself, constitute acceptance of those terms.
The Sponsor must arrange its internal approvals and provide any required purchase-order number or processing instructions in time to meet the payment deadlines. Procurement, portal or third-party processing delays do not postpone payment. The Sponsor bears its own procurement and payment-platform costs unless otherwise expressly agreed.
4. REQUEST FOR SPONSORSHIP
All requests for sponsorship shall be submitted in writing with this completed and signed Agreement (the “Application”). Submission creates the binding Agreement described in Section 1; it is not merely an expression of interest or a request for an invoice.
The Event Organizer may reject an Application by written notice within five (5) business days of receipt if the requested inventory is unavailable or the Sponsor or Application does not meet its eligibility or participation requirements. On rejection, the Event Organizer will refund any amounts paid for the rejected order within thirty (30) days, and neither party will have further obligations for it. Otherwise, separate approval or acknowledgment is not required for the Agreement to remain binding. Any substitute package or fee requires the Sponsor’s written agreement.
The Event Organizer reserves its right to handle incoming sponsorship requests for DigiMarCon Events on a first-come, first-served basis.
5. NON EXCLUSIVE SPONSORSHIP
Unless exclusivity is expressly granted in the order or another document expressly incorporated into this Agreement, all sponsorship, exhibition and promotional rights are non-exclusive. The Event Organizer may accept sponsors, exhibitors, speakers and advertisers whose businesses, products or services compete with the Sponsor. Sponsorship levels, package names, speaking opportunities and booth locations do not themselves confer category exclusivity, competitor separation or any right to approve or veto another participant. Any agreed exclusivity is limited to the category, Event, rights and period expressly specified.
6. DEADLINES
Once the Event Organizer receives the Sponsor’s completed and signed order, the Sponsor must meet the applicable deadlines in Schedule A of this Agreement (available to view and download at https://digimarcon.com/schedules/DigiMarCon Important Deadlines.pdf), subject to the application-review provisions of Section 4 and any different written submission arrangement expressly confirmed by the Event Organizer.
The Sponsor acknowledges that the deadlines in Schedule A allow time for quality assurance, review and production. Late payment or materials may result in omitted or delayed benefits. To the extent caused by the Sponsor’s delay, the Event Organizer is not required to extend deadlines, repeat completed work, provide substitute benefits or refund or reduce the fees.
7. THOUGHT LEADERSHIP SPONSORSHIP GUIDELINES
If the Sponsor has selected an approved Thought Leadership Sponsorship, it must comply with Schedule B (available at https://digimarcon.com/schedules/DigiMarCon Speaker Guidelines.pdf). DigiMarCon Auditorium sessions must remain educational and free of sales pitches. Product demonstrations and sales pitches are permitted in expressly approved live product demos in the TECHSPO Training Theater in the TECHSPO Hall. Schedule B’s specific demo requirements, including use of the shared laptop, browser-based demonstrations and online materials, apply to those demos instead of the Auditorium slide submission and offline presentation requirements, including conflicting requirements in Schedule A. Speaking and demo opportunities are included only if expressly purchased or confirmed in writing.
Further, the Sponsor shall grant the Event Organizer the following intellectual property rights:
(a) (a) A non-exclusive, perpetual, worldwide royalty-free license, irrevocable right and permission to record, audiotape, videotape, photograph, use, alter, reproduce, publish, sell and distribute the Sponsor’s presentation and handout materials (collectively “Sponsor Property”) in any medium at the Event Organizer’s discretion. This right shall survive the termination of this Agreement. The Sponsor waives all claims and rights to any portion of any monies accruing from the Event Organizer’s use of the Sponsor Property as described in this section.
(b) (b) A non-exclusive, perpetual, worldwide royalty-free license, irrevocable right and permission to use, reproduce or otherwise distribute the Sponsor’s name and, with the necessary permissions obtained by the Sponsor, its presenters’ names, likenesses, voices and photographs in Event publicity or promotional materials created or distributed by the Event Organizer, including rebroadcasts on a virtual basis.
(c) (c) A non-exclusive, perpetual, worldwide royalty-free license, irrevocable right and permission to broadcast the Sponsor’s presentation live over the Internet using any streaming media. The Event Organizer shall also be granted the right to disseminate rebroadcasts and reproductions of the broadcasts, in whole or in part, transcripts or summaries thereof in the Event Organizer’s print and online publications, and in any of the Event Organizer’s other product or service. The Sponsor further grants the Event Organizer the right to disseminate or authorize the dissemination of the broadcasts of the Presentation using any medium and to grant this right to all third-party licensees and to permit such licensees to use the broadcasts in English or in the language of their choice.
8. TECHNICAL SERVICES AND LIVE DEMO FAILURES
Where included in the purchased package, the Event Organizer will provide the specified shared laptop, internet access and reasonable onsite AV assistance. It does not guarantee uninterrupted or error-free internet, Wi-Fi, power, AV systems or third-party online services. A temporary interruption or incompatibility with Sponsor-controlled systems does not, by itself, entitle the Sponsor to a refund, fee reduction or extension of its session.
The Sponsor must comply with Schedule B’s live-demo requirements and Schedule C’s applicable booth equipment requirements. A failure caused by the Sponsor’s late arrival, lack of preparation, product, accounts or services does not create an entitlement to a refund, fee reduction or substitute benefits, or excuse payment. Session limits and setup procedures are set out in Schedule B.
Services the Sponsor contracts for directly with independent suppliers are governed by those separate contracts. This section does not remove the Event Organizer’s responsibility to provide expressly purchased benefits with reasonable care or exclude rights that cannot lawfully be excluded. Material interruption affecting the Event or purchased benefits is governed by Sections 11 and 20.
9. LICENSES GRANTED
Each party grants the other a limited, non-exclusive license to use its supplied name, logo, service marks and trademarks in Event websites, applications, newsletters, social media and other materials to promote the Event and the Sponsor’s participation. Each party retains ownership of its marks. The Sponsor must follow the Event Organizer’s brand instructions and may not imply endorsement of its products or services.
The Sponsor shall be authorized to reproduce the following tagline in its promotional material: Official Sponsor of DigiMarCon.
10. PAYMENT TERMS
The Event Organizer will issue an invoice for the sponsorship package and fees specified in the submitted order (the “Total Sponsorship Fees”). The invoice records the payment obligation; issuing or receiving an invoice is not a condition of that obligation. The Sponsor’s internal purchase order, procurement or budget approval process does not postpone payment or alter this Agreement.
The Total Sponsorship Fees are payable in United States Dollars (USD) by bank transfer, ACH or an accepted card. A disclosed credit card surcharge may apply only where permitted by law and card network rules, at the lowest of 3%, the applicable cost of acceptance or the permitted maximum. No surcharge applies to debit or prepaid cards. Unless otherwise agreed in writing, payment is due within thirty (30) days after the Event Organizer receives the signed order and, in all cases, before participation in the first selected Event. Orders received less than thirty (30) days before that Event are payable immediately. Nonpayment does not cancel the order or release the Sponsor from its payment obligations.
Late payment may result in missed marketing deadlines and exclusion from marketing campaigns or other benefits. The Event Organizer may suspend benefits while payment is overdue and, after five (5) business days’ written notice without cure, terminate the affected booking for nonpayment. The Cancellation Policy determines the amount payable for the terminated booking; payments already made are credited once against that amount. The Sponsor remains responsible for reasonable collection costs to the extent permitted by law.
11. CANCELLATION POLICY
All Sponsor cancellations must be sent in writing to sponsors@digimarcon.com and take effect when actually received by the Event Organizer. Order and cancellation deadlines are determined in California time. Cancellation of part of an order or a downgrade is cancellation of that portion. Nonpayment, nonattendance or failure to use a benefit does not itself cancel the order. The parties acknowledge that Sponsor withdrawal causes losses, including reserved inventory, planning and administrative costs, and lost sales opportunities, that are difficult to quantify in advance. The Event Organizer will take commercially reasonable mitigation steps as required by law.
For Sponsor withdrawal, the Sponsor shall pay the following cancellation charge as liquidated damages, and not as a penalty, calculated on the contracted Sponsorship Fees for the cancelled portion of the order. These charges apply whether or not an invoice has been issued or any payment has been made:
- A non-refundable cancellation charge of 50% applies when written cancellation notice is received on or before January 31, 2027.
- A non-refundable cancellation charge of 75% applies when written cancellation notice is received from February 1, 2027 through February 28, 2027.
- A non-refundable cancellation charge of 100% applies when written cancellation notice is received on or after March 1, 2027. Orders placed on or after March 1, 2027 are immediately non-cancellable and non-refundable for Sponsor withdrawal and remain payable in full. They do not receive a new cancellation or refund period.
The parties intend these charges to be a reasonable advance estimate of the losses arising from Sponsor withdrawal, considering the timing of cancellation and the difficulty of replacing reserved sponsorships. Amounts already paid for the cancelled portion will be credited against the applicable charge, without double recovery. Any remaining charge is due within ten (10) days of written demand; payments exceeding it will be refunded within thirty (30) days of effective cancellation. Resale does not automatically release the Sponsor, subject to any mitigation or credit required by law. If a cancellation charge is unenforceable, the Event Organizer may recover its proven damages to the extent permitted by law. This policy does not exclude remedies that cannot lawfully be excluded.
The Event Organizer may change the Event program, speakers, floor plan or venue within the advertised metropolitan area for reasonable operational or safety reasons, provided the purchased benefits are not materially reduced. Venues will be announced and updated nearer the Event. If an Event is postponed, the booking and fees will transfer to the rescheduled Event within twelve (12) months of the original date, or the Sponsor may elect another DigiMarCon Event within that period, with any package difference agreed in writing. Such a transfer does not trigger a refund. If the Event is permanently cancelled, no such Event is offered within that period, or the Event’s advertised metropolitan area, format or purchased benefits are materially changed and no alternative is agreed, the Sponsor may terminate the affected portion and receive a refund of fees paid for its unprovided benefits, with the corresponding unpaid fees released. No travel, accommodation or other consequential costs are reimbursable, subject to mandatory law. For an affected exhibition package, the Exhibition Changes and Package Transfers provisions in Section 12 take precedence over this Event-change paragraph to the extent they form part of the Agreement, subject to mandatory law.
12. RULES APPLICABLE TO EXHIBITORS
If the Sponsor has selected an approved Exhibiting Sponsorship, it must comply with Schedule C (available to view and download at https://digimarcon.com/schedules/DigiMarCon Exhibitor Rules and Regulations.pdf), including its insurance and safety requirements. The Sponsor is responsible for its staff, contractors, exhibits, products and property and for their compliance with this Agreement and applicable venue rules.
Exhibition Changes and Package Transfers
If the Event Organizer discontinues a TECHSPO exhibition for which a Sponsor has ordered an exhibiting package, for bona fide commercial or operational reasons, including where the DigiMarCon Conference proceeds without exhibits, it will notify the affected Sponsor promptly in writing. Where this arrangement forms part of the Agreement when the order becomes binding, or is subsequently agreed in writing by both parties, the affected exhibition package will be transferred to an equivalent package in another available city selected by the Sponsor, together with one additional complimentary equivalent package at an Event in a second available city of the Sponsor’s choice. Both selected Events must take place within twelve (12) months of the notice, unless extended by written agreement. An equivalent package means the same package type, booth size and included benefits as the affected package; no transfer fee or equivalent-package price increase applies. Fees already paid for the affected package will be credited in full to the transferred booking. Any unpaid balance remains payable under the agreed payment terms, unless otherwise agreed in writing, without duplicate charge.
The Event Organizer will act reasonably and in good faith, provide genuine comparable city options and confirm both packages in writing. The agreed contractual remedy for the affected package is the replacement-package arrangement rather than a cash refund, subject to rights and remedies that cannot lawfully be excluded. If the Event Organizer cannot provide the equivalent paid replacement within the agreed period and no extension or alternative is agreed in writing, Section 11’s refund and unpaid-fee release provisions apply. Organizer-initiated changes are not Sponsor withdrawals. A further Organizer-initiated cancellation does not forfeit the credited fees or the promised complimentary package.
13. PROFESSIONAL CONDUCT COMPLAINTS AND RESPECT FOR EVENT STAFF
The Sponsor must ensure that its employees, speakers, agents, contractors and other representatives comply with the Code of Conduct in Section 20 of Schedule C, including professional treatment of Event staff and the complaints procedures. That Code applies to all Sponsors and their representatives, whether or not they exhibit; booth-specific requirements otherwise apply only to exhibitors. Its safeguards for good-faith complaints, honest opinions and legally protected communications apply throughout this Agreement.
14. HOTEL ACCOMMODATION
The Sponsor is responsible for its own travel and accommodation arrangements and costs. If the Event Organizer arranges optional hotel rates, details will be provided nearer the Event, subject to hotel availability and booking terms. No room allocation, rate or booking is guaranteed. Accommodation is not included in the Total Sponsorship Fees unless expressly stated in the order.
15. NO AGENCY
Nothing in this Agreement shall be in any way construed or interpreted as an approval, endorsement, or recommendation by the Event Organizer of the Sponsor or the Sponsor’s products or services.
It is agreed and understood that neither the Event Organizer nor the Sponsor has any authority to negotiate on behalf of nor bind the other with respect to any matter hereunder. Under no circumstances shall either the Event Organizer or the Sponsor have the right to act or make any commitment of any kind to any third party on behalf of the other or to represent the other in any way as an agent. The Sponsor is, and shall perform its obligations hereunder as, an independent contractor and is not, and shall not be considered to be, an agent or representative of the Event Organizer.
16. REPRESENTATIONS AND WARRANTIES
Except for benefits expressly promised in this Agreement and rights that cannot lawfully be excluded, the venue, Event services and information are provided “as is” and “as available.” To the fullest extent permitted by law, the Event Organizer disclaims all implied warranties, including noninfringement, merchantability, accuracy of data, and fitness for a particular purpose. The Event Organizer does not guarantee any particular level of marketing, publicity, Event attendance, session or demo audience, booth traffic, audience profile or engagement, leads, sales or return on investment. Historical results, estimates and forecasts are not guarantees. Low attendance, or disappointing commercial results, alone do not constitute a breach and do not entitle the Sponsor to cancellation, a refund, credit, fee reduction or substitute benefits, or excuse payment. This does not limit remedies for failure to provide an expressly purchased benefit or rights under mandatory law.
The Sponsor warrants that its presentations, demos, advertising and other supplied materials are lawful, accurate and not defamatory, obscene or infringing. The Sponsor must obtain all third-party and presenter permissions needed for the licenses granted in this Agreement, including recording and promotional use. Any attendee information received or collected by the Sponsor must be handled securely and used only as lawfully permitted, with required notices and consents; receipt of contact details does not itself establish consent to every form of marketing. The Sponsor must promptly notify the Event Organizer of unauthorized access to Event attendee data in its control.
17. LIMITS ON ATTENDEE DATA ENTITLEMENT
Sponsorship does not provide an automatic right to the Event’s complete attendee or registration database. The Sponsor is entitled only to the contacts, data fields and access expressly included in its purchased package and lawfully available for sharing. Disclosure remains subject to applicable privacy and marketing laws, privacy notices, attendee choices and valid objections. The Event Organizer may withhold or remove information where sharing is not legally permitted.
The Event Registration Terms include provisions concerning marketing communications from participating third parties, including Sponsors. Any use of attendee information by the Sponsor must comply with applicable privacy and marketing laws, the scope of any valid attendee permissions, and any communicated restrictions or preferences. The Sponsor is responsible for ensuring its own marketing communications are lawful, obtaining any additional consent required, providing required privacy notices and unsubscribe facilities, and honoring consent withdrawals and opt-out requests. Attendee registration or acceptance of the Registration Terms does not, by itself, constitute unrestricted consent to marketing through every channel or from every Sponsor.
Unless expressly guaranteed in the order or another document incorporated into this Agreement, no minimum number of contacts, opt-ins, qualified leads or conversions is guaranteed. Attendee choices, voluntary engagement and lawful restrictions may reduce the available information. A reduction arising solely from those matters does not itself entitle the Sponsor to a refund or fee reduction, subject to express purchased commitments and mandatory law.
The Sponsor must comply with Section 16 and its own privacy obligations. It must not scrape or harvest information beyond authorized access, or sell, publish or disclose attendee information except to service providers lawfully processing it on the Sponsor’s behalf under appropriate confidentiality and data-protection duties, or as required by law. Receipt of contact information does not itself establish consent to every form of marketing.
18. LIMITATION OF LIABILITY
Except as expressly set forth herein, under no circumstances will either party, its affiliates, officers, directors, employees, agents or other authorized representatives or the event venue, be liable for lost profits or other indirect, incidental, consequential, or exemplary damages for any acts or omissions with respect to the event or to this Agreement.
The Event Organizer will use reasonable care with Sponsor listings but does not warrant that websites, brochures, the Event app or other materials will be error-free. The Sponsor must promptly identify an error and allow a reasonable opportunity to correct it. An immaterial error or omission does not entitle the Sponsor to cancel or withhold payment; this does not exclude remedies for an unprovided, expressly purchased benefit.
To the fullest extent permitted by law, each party’s aggregate liability for direct damages under this Agreement is limited to the Total Sponsorship Fees actually paid for the affected Event. The foregoing limitations, including the exclusion of damages above, do not limit the Sponsor’s payment, cancellation or indemnification obligations, or any express refund obligation. They do not exclude or limit fraud, fraudulent misrepresentation, willful misconduct, gross negligence or any liability that cannot lawfully be excluded or limited.
19. INDEMNIFICATION
Each party shall, at its expense, defend, indemnify and hold harmless the other party and its directors, employees and agents against third-party claims, damages and reasonable costs, including attorneys’ fees, to the extent caused by the indemnifying party’s breach of this Agreement, negligence or willful misconduct. The Sponsor’s obligation also covers claims arising from its products, exhibits, supplied content, infringement of third-party rights or unlawful use of attendee data. No indemnity applies to the extent a claim is caused by the indemnified party’s own negligence or misconduct. The indemnified party must promptly notify the indemnifying party, reasonably cooperate at the indemnifying party’s expense and allow it to control the defense. No settlement may admit fault of or impose nonmonetary obligations on the indemnified party without its written consent, not to be unreasonably withheld.
TECHSPO, LLC, as co-producer, and its directors, employees and agents are intended beneficiaries of the protections granted to the Event Organizer under this Section and Section 18, subject to the same scope, conditions and exclusions. This does not make TECHSPO, LLC a separate contracting party or release DigiMarCon, LLC from its obligations under this Agreement.
20. FORCE MAJEURE
Neither party is responsible for delay or failure to perform to the extent caused by an event beyond its reasonable control that could not reasonably have been avoided or overcome. The affected party must give prompt notice and take reasonable steps to mitigate the effects. Lack of funds, budget changes, poor registration or attendance, disappointing results and a Sponsor’s decision not to participate are not force majeure. Payment obligations already accrued are not excused.
If force majeure prevents the affected Event from taking place for more than six (6) months after its original scheduled date, either party may terminate the affected portion by written notice unless the Event Organizer has offered a rescheduled or alternative Event scheduled to take place within twelve (12) months after that original date. On termination, fees for unprovided benefits will be refunded or released in accordance with the Cancellation Policy; accrued obligations for benefits already provided remain payable.
Force majeure events include strikes, labor disputes, riots, accidents, disease, natural disasters, governmental control, regulation, or other action (including requirements for permits or other authorizations by any governmental agency having jurisdiction), or any other cause or circumstance beyond the reasonable control of either party.
21. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of the State of California, subject to nonwaivable applicable law. Any proceeding arising from this Agreement must be brought in the state courts in Los Angeles County, California, or the United States District Court for the Central District of California if it has jurisdiction. Each party consents to those courts and waives objections based on venue or inconvenient forum to the extent permitted by law. The prevailing party in an action to enforce this Agreement may recover reasonable attorneys’ fees and costs as permitted by law.
22. INVALIDITY OF A PROVISION
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, for this jurisdiction, be void by virtue of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
23. NO WAIVER
Neither party’s failure or delay in exercising any right under this Agreement shall, by itself, constitute a waiver of that right or any other right. A discretionary accommodation granted in an individual case shall not, by itself, constitute an admission of liability, a waiver of any other provision of this Agreement, or a precedent creating an entitlement in another case. Any different arrangement expressly agreed in writing by the parties’ authorized representatives shall apply only to the case and extent stated and shall be given effect in accordance with its terms. Nothing in this section excludes or limits any right or remedy that cannot lawfully be excluded or limited.
24. AMENDMENT
This Agreement may be amended only by a written instrument signed by both parties, including electronically. The Event Organizer may issue reasonable operational, safety and technical updates to the Schedules on notice, provided they do not materially increase the Sponsor’s fees or reduce its purchased benefits. A website update alone does not otherwise amend an existing order.
25. CONFIDENTIALITY
The parties will keep this Agreement, its terms and information marked confidential by the other party confidential and use such information only to perform this Agreement. Disclosure is permitted to personnel and professional advisers who need to know and are subject to confidentiality duties, or as required by law. This does not restrict disclosure of information already lawfully public, independently developed or lawfully received without restriction, or Event publicity, identification of the Sponsor and recordings expressly authorized by this Agreement.
26. ASSIGNMENT
The Sponsor may not assign this Agreement or transfer, share or resell its sponsorship, exhibit space or benefits without the Event Organizer’s prior written consent. The Event Organizer may assign this Agreement to an affiliate or a successor to its Event business that assumes the remaining obligations. Any other assignment requires the other party’s written consent. An assignment does not release accrued payment obligations. Amendments are governed by Section 24.
27. GOOD FAITH
The parties shall use good faith efforts to resolve issues arising from this Agreement. A dispute does not suspend payment of undisputed amounts or prevent either party from seeking urgent relief from a competent court.
28. TERM AND SURVIVAL OF THE PROVISIONS
This Agreement takes effect on receipt of the Sponsor’s completed and signed order as stated in Section 1 and continues through the last purchased Event and completion of any expressly agreed post-Event benefits, unless terminated earlier under this Agreement. Termination does not extinguish accrued obligations. Payment and cancellation obligations, licenses intended to continue, confidentiality, data protection, indemnification, limitations of liability, governing law and provisions intended by their nature to survive will remain effective.