NOW THEREFORE, THE EVENT ORGANIZER AND THE PARTNER AGREE AS FOLLOWS:
1. ENTIRE AGREEMENT
This Agreement and its Schedules constitute the entire agreement between the Event Organizer and the Partner pertaining to its subject matter and supersedes all previous agreements, representations, oral or written, which may have been made between Event Organizer and Partner as to the subject matter hereof. There are no representations, warranties, guarantees, conditions or other agreements, express or implied, statutory or otherwise, between the parties in connection with the subject matter of this Agreement except as expressly set out herein. The Event Organizer specifically disclaims any implied warranties of noninfringement, merchantability, accuracy of data, and fitness for a particular purpose and does not guarantee a certain level of marketing, publicity or attendance.
2. SCOPE OF SERVICES
The terms of this Agreement relate the Partner’s participation in any DigiMarCon Event (the “Event”). Partner will perform the Services more specifically described in Schedule A.
3. COMPENSATION
Event Organizer does not pay per diem, honoraria, or expenses other than the complimentary Partner Package annexed hereto as Schedule B by way of compensation for the rendering the said services.
4. DEADLINES
Once the Partner’s request for partnership has been approved by the Event Organizer, the Partner shall abide by and comply with the deadlines listed in Schedule C of this Agreement (available to view and download at https://digimarcon.com/schedules/DigiMarCon Important Deadlines.pdf). Time shall be of the essence for the execution of this Agreement.
The Partner acknowledges and accepts that compliance with the deadlines detailed in Schedule C are a legitimate expectation of the Event Organizer and an obligation of the Partner. The deadlines in Schedule C have been implemented by the Event Organizer to allow for quality assurance and proper review.
5. SPEAKER GUIDELINES
The Partner agrees to be bound by the terms detailed in Schedule D of this Agreement (available to view and download at https://digimarcon.com/schedules/DigiMarCon Speaker Guidelines.pdf). The guidelines relate to speaker requirements, Speaker Requirements, Speaker Registration Check-In, Speaker Seating & Briefing, Speaker Time Keeping, Audio-visual Equipment available to the Partner, Power Point presentations and dissemination of the presentation following the event.
Further, the Partner shall grant the Event Organizer the following intellectual property rights:
(a) A non-exclusive, worldwide, irrevocable right and permission to record, audiotape, videotape, photograph, use, alter, reproduce, publish, sell, distribute and otherwise exploit the Partner’s presentation and handout materials (collectively “Partner Property”). In doing so, the Partner shall grant the Event Organizer a perpetual, worldwide, non-exclusive license to use the Partner Property, to copy or otherwise reproduce the Partner Property in any medium. This right shall survive the termination of this Agreement and shall include but shall not be limited to, the right to reproduce, publish, and sell the Partner Property at the Event Organizer’s discretion. The Event Organizer shall be authorized to create derivative works therefrom, provided that Event Organizer credits Partner as the creator of the Partner Property. The Partner waives all claims and rights to any portion of any monies accruing from the Event Organizer’s use of the Partner Property as described in this section.
(b) A perpetual, worldwide, non-exclusive license to use, reproduce or otherwise distribute the Partner’s name, likeness, voice, photograph and/or other data in any publicity or promotional materials created or distributed by the Event Organizer, including rebroadcasts on a ‘virtual’ basis.
(c) The right to broadcast the Partner’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’s Organizer’s other product or service. The Partner 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 parties licensees and to permit such licensees to so use the broadcasts in English or in the language of their choice.
6. LICENSES GRANTED
The Event Organizer shall grant the Partner a limited, non-exclusive license to use the Event Organizer’s name, logo, and/or or other service marks and trademarks in any software, application, content, feature, email newsletter, social media site, marketing material, press release and website for purposes of promoting the Event.
The Partner shall be authorized to reproduce the following tag line in its promotional material: Official Partner of DigiMarCon.
The Partner shall grant the Event Organizer a limited, non-exclusive license to use the Partner’s name, logo, and/or or other service marks and in any software, application, content, feature, email newsletter, social media site, marketing material, press release and website for marketing, promotional, research and/or educational purposes.
7. HOTEL ACCOMMODATION
Event Organizer has contracted a limited discount group block of rooms in each Event City Venue for use for Speakers, Exhibitors, Staff and Attendees. If the Partner requires accommodation in the Event City specific Hotel Booking Instructions are available in Schedule E of this Agreement (available to view and download at https://digimarcon.com/schedules/DigiMarCon Hotel Accommodation.pdf). Available rooms in Event Organizer discount group block are limited and will be filled on a first-serve basis.
8. 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 Partner or the Partner’s products or services.
It is agreed and understood that neither the Event Organizer nor the Partner 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 Partner 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 Partner 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.
9. REPRESENTATIONS AND WARRANTIES
The Partner acknowledges that access to the venue space is provided “as is” without warranty of any kind, either express or implied. Except as expressly stated in this Agreement, the Event Organizer makes no warranty or representation, whatsoever and all warranties and representations are excluded to the extent permitted by applicable law.
If the Partner will be speaking, the Partner warrants and represents that the presentation is not or shall not be in any way libelous, slanderous, defamatory or obscene.
10. LIMITATION OF LIABILITY
Except as expressly set forth herein, under no circumstances will the Event Organizer, 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, even if the Event Providers have been advised of the possibility of such damages.
The Event Organizer shall not be liable for any errors in any listing, description or omission in the Event brochure, program book or any other materials.
The Event Organizer’s total liability for direct damages under this Agreement shall in no event exceed the total amount of Total Partnership Fees paid by the Partner. The Partner agrees that this is its sole and exclusive remedy and hereby releases Event Organizer from all obligations, liability claims or demands in excess of that amount.
11. INDEMNIFICATION
The Partner agrees, at its expense, to defend, indemnify and hold the Event Organizer and its directors, employees and agents harmless from and against all liabilities, damages, costs, fees and expenses, including reasonable attorneys’ fees, incurred as a result of any claims or demands arising from or in connection with (a) any breach by the Partner of the terms of this Agreement, if liability on any such claim would have been avoided by the Partner’s compliance with the terms of this Agreement; (b) the Partner’s negligence or wilful misconduct.
12. FORCE MAJEURE
The Event Organizer shall not be responsible for breaching or delaying the performance of its obligations if the Event Organizer can show that (i) the breach was due to an unforeseen event; (ii) this event and its effects could not have been taken into account when signing the Agreement; and (iii) this event is insurmountable.
Should a case of force majeure persist for more than six (6) months, the Event Organizer shall have the right to terminate this Agreement without notice.
13. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the State of Delaware. The Event Organizer and Partner agree that any claim, legal proceeding or litigation arising in connection with this Agreement shall be brought solely before the competent courts of the State of Delaware, and the parties consent to the jurisdiction of such courts.
14. 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.
15. NO WAIVER
The failure by either the Event Organizer or the Partner to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
16. AMENDMENT
This Agreement may not be amended except by the written instrument signed by both parties.
17. CONFIDENTIALITY
The parties will keep this Agreement and its terms confidential. Each party will also keep confidential any information that it receives from the other party that is marked as confidential. The parties may not use confidential information for any purpose other than the performance of this Agreement.
18. NO WAIVER
Unless otherwise stated in this Agreement, the failure of either party to enforce any term of this Agreement shall not be interpreted as a waiver or limitation of that party’s right to later enforce compliance with every term of this Agreement.
19. ASSIGNMENT
The Partner shall not assign or transfer its interest in this Agreement without the written consent of the Event Organizer. The Event Organizer shall not unreasonably withhold or delay consent.
20. GOOD FAITH
The parties shall use good faith efforts to negotiate and resolve any issues that may arise during their business relationship or resulting from this Agreement.
21. TERM AND SURVIVAL OF THE PROVISIONS
This Agreement shall become effective on the date of signature by the Event Organizer (following the Partner’s signature and the approval of the Partner’s application) and shall remain in force until the end of the DigiMarCon 2021 Event. All provisions relating to indemnifications, shall survive the termination of this Agreement; any other terms of this Agreement shall also survive, if they relate to the period before termination or if, by their terms, they would be expected to survive such termination.