Contracts
Sponsorship Terms & Conditions
Effective August 31st 2023
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Sponsorship Terms & Conditions
Upon execution and submission of the Sponsorship Agreement (collectively, the “Agreement”), the participating Company (“Sponsor”) shall be bound by the terms and conditions set forth herein and by such amendments or additional terms and conditions which may be established by Endeavor Business Media, LLC and Event, (hereinafter referred to as “Endeavor” or “Event”). References to Event herein shall be deemed to include Endeavor, its subsidiaries and any and all duly authorized representatives, agents or employees of the foregoing.
1. This Agreement authorizes participation by the Sponsor for members of its staff in Event in accordance with the relevant sponsorship package purchased by Sponsor.
2. PAYMENT TERMS. Sponsor understands and agrees that a 50% non-refundable payment is due within thirty (30) days after the execution of the Agreement. The balance of the non-refundable payment is due ninety (90) days prior to Event. As this is an event with a limited number of Sponsors, cancellations are at the sole discretion of Endeavor. If Endeavor has not received payment in full before the date of the Event, Sponsor may be refused the opportunity to participate in the Event until its financial obligation is satisfied.
3. CANCELLATION: After execution of this Agreement, Endeavor will be entitled to keep any and all monies received from Sponsor as liquidated damages, it being understood that Endeavor will be harmed by Customer’s failure to participate in the Event and further that Endeavor’s losses and damages from Sponsor’s breach of this Agreement as well as a precise value of services provided by Endeavor prior to the conclusion of the Event are difficult to ascertain and therefore, the parties agree that the liquidated damages described herein are the parties’ reasonable judgment of the losses to Endeavor for Sponsor’s breach of this Agreement and are not a penalty. Monies received prior to the Event are used by Endeavor for promoting, preparation of materials and other expenses incurred for the Event.
4. Sponsor agrees that any and all promotional activities of any kind or nature outside the agenda such as signs, easels, or hotel room drops, are prohibited without the prior written consent of Endeavor. Sponsor is prohibited from distributing items at the Event other than as expressly permitted by the applicable sponsorship terms without Endeavor’s prior written approval. During the Event, Sponsor shall conduct itself, and shall require its agents, employees, contractors, and authorized representatives to conduct themselves at all times in accordance with customary standards of decorum and good taste in the industry. Sponsor is prohibited from taking photographs of other than of Sponsor’s own exhibition space, without Endeavor’s prior written approval. Sponsor agrees not to play, broadcast or have performed any copyrighted material without first presenting to Endeavor proof satisfactory to Endeavor that Sponsor has all required licenses and permissions, including but not limited to ASCAP and BMI. Sponsor will not display or distribute libelous, obscene or offensive materials.
5. Sponsor grants to Endeavor a fully-paid, perpetual, worldwide, non-exclusive license to use, display, and reproduce (in print, electronically, or otherwise) Sponsor’s name, trade names, logos, and product names in any listing of those companies or organizations sponsoring the Event, including, but not limited to, Event promotional materials. In addition, Sponsor authorizes Endeavor to take photographs of Sponsor’s exhibit and staff during, before, or after the Event and to use such photographs for any legitimate promotional purpose of Endeavor. Sponsor may not use the name, trademarks, logos or research of Event or any other of Endeavor’s name, trademarks, logos, or research in its booth or in any information it provides to its clients, except to inform clients that it will be participating as an exhibitor or sponsor of Event. The use of any logo or name of Endeavor, including the Event logo or name, by Sponsor before, during or after the Event is strictly forbidden without the prior written consent of Endeavor.
6. Endeavor reserves the right to cancel, postpone, re-name or relocate the Event or change the dates on which it is held. If Endeavor relocates the Event to another venue or changes the dates for the Event, no refund will be due Sponsor and Endeavor will reasonably replicate the applicable sponsorship and to the extent the sponsorship includes exhibit space, Endeavor shall assign to Sponsor, in lieu of the original space, such other exhibit space as Endeavor deems appropriate at the new venue and Sponsor shall accept such space under the terms of this Agreement. Endeavor shall not be liable, financially or otherwise, to Sponsor in the event the Event is re-named, postponed or relocated.
7. Neither Endeavor nor its officers, managers, employees, or other representatives will be responsible for any injury, loss or damage that may occur to Sponsor or to Sponsor’s employees, invitees, licensees or guests, or to Sponsor’s property from any cause whatsoever (including, but not limited to, errors or omissions in any Event promotional materials). Under no circumstances shall Endeavor or its representatives be liable for (a) any special, indirect, incidental or consequential loss or damages whatsoever, including by reason of the negligence of any other persons present at the Event, or from theft, fire, water, accident or any other cause, or (b) any loss of profit, loss of use, loss of opportunity or any cost or damage resulting from any such loss. Sponsor acknowledges that the risk allocation of this section of the Agreement is reasonable based on the understanding that Sponsor shall obtain at its own expense, adequate insurance (specified below) against any such injury, loss or damage.
8. The Sponsor hereby agrees to indemnify, defend and hold harmless Endeavor and the Event venue against and from any and all claims, demands, suits, liability, damage, loss, costs, including reasonable attorneys’ fees, and actual expenses of whatever kind or nature that arise out of or relates to (i) any act, omission or negligence of Sponsor or its invitees, representatives, employees, agents or contractors; and (ii) any violation of any covenant or condition of this Agreement by Sponsor or its invitees, representatives, employees, agents or contractors.
9. In the event of an act of God, war, fire, strike, government regulation, public catastrophe, terrorism or imminent fear of such, or other similar acts beyond the control of Endeavor, Endeavor will not be liable to Sponsor for any failure to perform its obligations under this Agreement.
10. Sponsor agrees to comply with and be bound by all laws of the United States and the local jurisdiction where the venue is located and rules and regulations of the local Police and Fire Department and those policies and criteria which have been established by Endeavor or the venue for use of the areas designated.
11. Endeavor and Sponsor agree that any dispute arising out of this Agreement shall be governed by the laws of the State of Tennessee, without regard for choice of laws rules, and in any suit arising therefrom the Sponsor hereby agrees to consent to the jurisdiction of the courts of the State of Tennessee, and that venue for any such suit shall lie in the state or federal courts located in Davidson County, Tennessee. If any part of this agreement is deemed to be invalid, the remainder of the agreement shall remain in force to the greatest extent permitted by law. Sponsor further agrees that, with or without notice or demand, Sponsor shall reimburse Endeavor for all expenses (including reasonable attorney’s fees, collection fees and court costs) incurred by Endeavor in connection with any indebtedness of Sponsor or the collection thereof.
12. This Agreement is deemed an offer by Endeavor to Sponsor and Sponsor’s acceptance indicated acceptance in full of the terms and conditions of this Agreement and will bind both parties thereto. This Agreement contains the entire agreement of the parties hereto with respect to the matters contained herein and may not be modified, discharged or terminated except by a written instrument, signed by the party to be charged.
13. OTHER MATTERS. The Event is owned and managed by Endeavor Business Media, LLC. Sponsor understands and agrees that it may not assign this Agreement, in whole or in part, or any rights thereunder to any third party without the prior written permission of Endeavor. All matters not expressly covered in the Agreement are subject to the reasonable decision of Endeavor, which decision shall be final. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.
Exhibition, Rules, Regulations & Conditions
Effective August 31st 2023
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Exhibition, Rules, Regulations & Conditions
1. OFFER AND ACCEPTANCE. Exhibitor’s execution and submission of this Exhibit Space Agreement (the “Agreement”), with or without a payment, shall constitute a contract between Exhibitor and Endeavor Business Media (“Endeavor”) for Exhibit Space and Services at the Exhibition described above.
2. ARRANGEMENTS OF EXHIBITS. Exhibits shall be so arranged as not to obstruct the general view nor hide the exhibits of others. Plans for specially built displays not in accordance with the Exhibition Rules and Regulations set forth in the Exhibitor Manual must be submitted to Endeavor before construction is ordered and/or begun. The Exhibitor Manual will be supplied to Exhibitor approximately four (4) months before the Exhibition. With or without prior inspection, Exhibitor understands that by executing and submitting this Agreement, Exhibitor agrees to be bound by the Exhibitor Manual, which shall form a part of this Agreement. Endeavor shall have the right to change or modify Exhibitor’s Exhibit Space location/number to a new location/number which Endeavor deems to be equal to or better than Exhibitor’s previous Exhibit Space location/number.
3. SOLICITING/PHOTOGRAPHS. Exhibitor is prohibited from distributing (i) literature, souvenirs, or other items from outside the boundaries of Exhibitor’s booth, and (ii) literature, souvenirs, or other items that are other than Exhibitor’s own materials; unless Exhibitor has obtained Endeavor’s prior written approval. Exhibitor (i) will not display or distribute libelous, obscene or offensive materials; and (ii) agrees not to play, broadcast, perform, or distribute any copyrighted material owned by others without first obtaining (at its own expense) all necessary rights and licenses and paying in full all required royalties or other fees. Exhibitor is prohibited from taking photographs, video or otherwise record other exhibits or other aspects of the Exhibition, without Endeavor’s prior written approval. Exhibitors may photograph, video or record only their own booth(s). These prohibitions apply before, after, or during Exhibition hours. Exhibitor agrees to defend, indemnify, and hold Endeavor, the Exhibition Venue, and their respective privies, harmless from and against all claims, and damages, including but not limited to reasonable attorneys’ fees, resulting directly or indirectly from claims that the Exhibitor’s display, broadcast, performance or distribution of any materials violates the intellectual property or privacy rights of any third party.
4. EXHIBITOR PERSONNEL AND OTHERS. Technical specialists, qualified to discuss engineering details of Exhibitor’s products, must man booths at all times during Exhibition hours. Endeavor reserves the right to prohibit an exhibit or part of an exhibit that, in Endeavor’s sole discretion, may detract from the character or nature of the Exhibition. Exhibitor shall conduct itself, and shall require its agents, employees, independent contractors, and its representatives, to conduct themselves, at all times in accordance with customary standards of decorum and good taste in the industry.
5. LATE PAYMENT. In the event Exhibitor fails to timely pay any invoice, Exhibitor agrees to pay a late fee to Endeavor on such delinquent invoice until same is fully paid, at the rate of 2% per month or the maximum rate allowed by law. Exhibitor recognizes that it may from time to time be owed money by Endeavor (credits, unapplied payments or vendor services) due to contracts or transactions between Exhibitor and Endeavor which are separate and distinct. Endeavor shall have the right to withhold from Exhibitor any monies owed by Endeavor to Exhibitor in connection with any such other contracts or transactions and to offset the same against any sums owed by Exhibitor to Endeavor in such amounts as may be deemed by Endeavor to be reasonably necessary to cover such indebtedness of Exhibitor. So long as this right of withhold and offset is carried out in good faith, Exhibitor hereby waives any claims against Endeavor for any consequential damages coming from such withhold and offset even if it is later determined in a court of law that the withhold and offset was improper.
6. REMEDIES. If Exhibitor fails to make any payment or otherwise breaches any provision of the Agreement, and fails to cure within a reasonable time (as defined in the next sentence) after Exhibitor has received written notice from Endeavor specifying the breach, Endeavor shall have the right to exercise (without further notice) any one or more of the following remedies at any time after such reasonable time has passed: (i) cancel the Agreement in whole or in part; (ii) evict Exhibitor from any or all of the space being leased by Exhibitor; (iii) have any of the Agreement’s violated provisions specifically enforced; and/or (iv) exercise any other remedy available by rule of law. “Reasonable time” means: (i) immediately in the case of any breach occurring during the Exhibition; (ii) 24 hours, in the case of any failed payment, and (iii) 5 days, in the case of any other breach. In addition, Endeavor may keep any and all monies received from Exhibitor as liquidated damages, it being understood that Endeavor’s losses and damages from Exhibitor’s breach of this Agreement as well as a precise value for services provided by Endeavor prior to the conclusion of the Exhibition are difficult to ascertain and that the agreed liquidated damages are not intended and may not be construed as a penalty. Upon cancellation of this Agreement, Endeavor may (without prejudice to any other available remedy) lease Exhibitor’s space to any other exhibitor or use such space in any other manner as Endeavor deems necessary, in its sole discretion, without any obligation to Exhibitor.
7. UNOCCUPIED SPACE. If any of Exhibitor’s space remains unoccupied on the start of the opening day of the Exhibition, Exhibitor shall be deemed to have abandoned such space. Thereafter, Endeavor shall have the right to lease such space to any other exhibitor or use such space in any other manner as Endeavor deems necessary, in its sole discretion, without any obligation or notice to Exhibitor. This Section shall not be construed as affecting the obligation of Exhibitor to pay the full amount specified in this Agreement for Exhibit Space and Services.
8. LIABILITY. Neither Endeavor nor its agents or representatives will be responsible for any injury, loss, or damage that may occur to Exhibitor or to Exhibitor’s employees, invitees, licensees, or guests, or their property, from any cause whatsoever. Under no circumstances shall Endeavor or its agents or representatives be liable for (i) any special, indirect, incidental, or consequential loss or damage whatsoever, or (ii) any loss of profit, loss of use, loss of opportunity, or any cost or damage resulting from any such loss, even if Endeavor has been advised or is aware of the possibility of such damages and regardless of whether such liability sounds in contract, tort, negligence, strict liability, warranty or otherwise. Exhibitor acknowledges that the risk allocations of this Section are reasonable based on the understanding that Exhibitor shall obtain, at its own expense, adequate insurance against any such injury, loss, or damage. Endeavor shall not be liable for failure to perform its obligations under this Agreement as a result of strikes, riots, acts of God, or any other cause beyond its control. Anyone visiting, viewing, or otherwise participating in Exhibitor’s booth or exhibit is deemed to be the invitee, licensee, or guest of Exhibitor, and not the invitee, licensee, or guest of Endeavor. Exhibitor assumes full responsibility and liability for the actions of its agents, employees, independent contractors, or representatives, whether acting within or without the scope of their authority, and agrees to defend, indemnify, and hold Endeavor, the Exhibition Venue, and their respective privies, harmless from and against claims resulting directly or indirectly from the actions or omissions of Exhibitor and/or Exhibitors agents, employees, independent contractors, or representatives, whether within or without the scope of authority.
9. INSURANCE. For the term of this Agreement, Exhibitor shall at all times maintain insurance sufficient to cover the liabilities of Exhibitor under this Agreement. The amount and scope of such insurance shall be reasonably satisfactory to Endeavor. Such insurance shall also provide coverage for Exhibitor’s contractual obligations to defend, indemnify, and hold harmless, as stated in this Agreement. Exhibitor’s insurer shall confirm to Endeavor that such insurance cannot be cancelled or changed without thirty (30) days prior written notice to Endeavor. Exhibitor agrees to provide Endeavor a suitable certificate verifying that the required insurance is and will remain in force for the duration of the Exhibition.
10. FORCE MAJEURE. In case the Exhibition Venue is damaged or destroyed by fire, the elements, or any other cause, or if circumstances make it unreasonably difficult for Endeavor to permit Exhibitor to occupy the assigned space during any part or the whole of the Exhibition, then during such circumstances Endeavor, the Exhibition Venue, and their respective privies will be released and discharged from the obligation to supply space, and Exhibitor may be reimbursed a proportionate share of the Exhibit Space and Services fees previously received by Endeavor from Exhibitor. Due to force majeure or otherwise, Endeavor reserves the right to cancel, re-name, or relocate the Exhibition or change the dates on which it is held. If Endeavor changes the name, relocates to another facility, or changes the dates for the Exhibition to dates that are not more than thirty (30) days earlier or later than the dates originally scheduled, no refund will be due Exhibitor and Endeavor shall assign to Exhibitor such other space as Endeavor deems appropriate. In such case, Exhibitor agrees to use such space under the terms of this Agreement.
11. JURISDICTION AND ATTORNEY FEES. Should any legal action be commenced to resolve any dispute under this Agreement: (i) Exhibitor hereby consents to venue and jurisdiction in the federal or state courts located in Nashville, Tennessee (headquarters of the relevant business units of Endeavor that are the subject of this Agreement), and agrees that no such action may be brought in a forum not located in Nashville, Tennessee; (ii) any legal action will be subject to the laws of the state of Tennessee without regard for choice of laws rules; and (iii) the prevailing party shall be entitled to an award of litigation expenses, interest, and reasonable attorney fees, in addition to any other remedy obtained.
12. TAXES AND LICENSES. Exhibitor shall be responsible for obtaining any licenses, permits, or approvals required under local, city, state, or national law applicable to Exhibitor’s activity at the Exhibition. Exhibitor shall be responsible for obtaining any tax identification numbers and paying all taxes, license fees, use fees, or other charges (including but not limited to value added tax and sales tax, if any) that may become due to any governmental authority concerning Exhibitor’s activities related to the Exhibition.
13. CANCELLATIONS. In the event that Exhibitor wishes to cancel some or all of its allotted Exhibit Space and/or Services, Exhibitor may request and Endeavor may grant such cancellation, but only with the following understandings; (i) all cancellations must be requested in writing and addressed to Endeavor; and (ii) Endeavor is not required to refund any portion of moneys (the 50% first installment, full fee, or otherwise) previously paid by Exhibitor; (iii) if Exhibitor’s cancellation request is received by Endeavor after the Agreement has become effective, Exhibitor nevertheless agrees to pay the full fee based on the original space requirements, before such cancellation will be become effective. If Endeavor grants such cancellation, Endeavor assumes no responsibility or liability for having included the name of Exhibitor in the Exhibition catalog, brochures, news releases, or other materials.
14. CHANGES. If Exhibitor requests an increase of its Exhibit Space or Services (other than Enhanced Exhibitor Listings), a new Exhibit Space Agreement is required.
15. OTHER MATTERS. The Exhibition is owned, managed, and produced by Endeavor Business Media. All matters not expressly covered in this Agreement are subject to the decision of Endeavor, which decision shall be final. Endeavor shall not waive any rights under this Agreement unless such waiver is in writing signed by an authorized officer of Endeavor. A waiver by Endeavor of a provision of this Agreement shall not prejudice or constitute a waiver of Endeavor’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. This Agreement and the Exhibitor Manual represents all of the agreements, warranties, representations, and understandings between Endeavor and Exhibitor as to the Exhibition, Exhibit Space and Services.
Smart Summit Terms & Conditions
Effective September 1st 2023
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TERMS AND CONDITIONS:
Each participating Company (“Vendor”) shall be bound by the terms and conditions set forth herein (this “Agreement”) and by such amendments as may be agreed in writing by Vendor and Endeavor in connection with certain events organized by ENDEAVOR.
- Execution and submission of an Insertion Order or Statement of Work by Vendor and acceptance by ENDEAVOR, Vendor shall be entitled to participate in the Summits at the Event Site consistent with the terms and conditions of the private and confidential, preset appointment package all of which is set forth in Schedule 1 attached hereto and made a part hereof this Agreement (the “Package”).
- All packages include the specified number of badges, plus (i) the specified number of Private Boardroom Appointments or (ii) the theatre-style presentation.
- ENDEAVOR has the sole right to determine the eligibility of any company or product for inclusion in the Summits. ENDEAVOR reserves the right to refuse registrants from outside of the Vendor’s organization.
- ENDEAVOR reserves the right to make adjustments in the scheduling of appointment times, as necessary.
- Fees and Payment Policies
- Vendor agrees to pay the fees set forth in Schedule 1 attached hereto and made part of this agreement (the “Package and Sponsorship Fees”, also collectively referred to herein as, the “Fees”).
- Delivery of Payment. Payment must be remitted in accordance with the schedule and delivery instructions set forth in Schedule 1.
- Cancellation by Vendor. ENDEAVOR must receive written notification from the Vendor of any cancellation. If the cancellation fee due to ENDEAVOR, as set forth below, exceeds the amount previously paid by Vendor to ENDEAVOR, Vendor must pay the balance to ENDEAVOR within thirty (30) days of cancellation. Subsequent reassignment of canceled boardroom appointments does not relieve the cancelling Vendor of the obligation to pay the cancellation fee.
- If written notice of partial or full cancellation of the Package is received by ENDEAVOR after execution of this agreement, but sixty (60) days prior to the applicable Summit, the Vendor shall pay a cancellation fee equal to 50% of the Package Fees. This cancellation policy includes a reduction in the number of boardroom appointments set forth in Schedule 1.
- If written notice of partial or full cancellation of the Package is received by ENDEAVOR on a date that is less than sixty (60) days prior to the applicable Summit, the Vendor shall pay a cancellation fee equal to 100% of the Package Fees. This cancellation policy includes reduction in number of boardroom appointments set forth in Schedule 1.
- If Vendor fails to set up by 5 p.m. on the first day of the Summit, ENDEAVOR will consider the space abandoned. ENDEAVOR may use the allocated space in any way it deems appropriate. Vendor will be responsible for all Package Fees according to the cancellation policy set forth above. Further, Vendor will be responsible for any additional decorator charges required to convert the unused exhibit space into useful floor space.
- If Vendor has not paid the Fees in full prior to setup, Vendor’s participation badges and freight will be held until the Fees are paid in full and may result in abandonment as set forth in subsection c above.
- Cancellation of Event or Change of Event Date or Site. In the event that ENDEAVOR, in its sole discretion, changes the Event Date or the Event Site, or cancels the Event, ENDEAVOR’s sole liability to Vendor shall be to notify Vendor as far in advance as possible of such changes or cancellation. In the event that the Event is canceled, or the Vendor cannot attend the Event during the rescheduled time period, ENDEAVOR’s sole responsibility shall be to refund all Fees previously paid by Vendor for the Event. Should ENDEAVOR terminate this Agreement pursuant to the provisions of this section, the Vendor waives claims for damage arising therefrom.
- Force Majeure. ENDEAVOR will not be responsible for situations or events beyond its reasonable control impacting the Summit, including but not limited to, cancellation of the Summit. Such situation or events may include, but are not limited to: acts of God, (e.g. rainstorm, flood, wind, damage by the elements, earthquake, etc.), fire, strikes, acts or orders of governmental authorities, pandemic, disruptions in infrastructure or transportation systems, failure of individual responsibility and/or third-party responsibility.
- Anti-Trust and Other Laws. Vendor assumes the sole responsibility to abide by all applicable Anti-Trust laws and Fair Competition trade practices, as well as all other applicable laws and regulations.
- Vendor Presentations, Materials and Giveaways. The Vendor agrees that any presentation materials, products and materials shown, distributed, and/or given away will not be infringing or offensive in nature or content. Vendor acknowledges that some organizations have corporate policies that do not permit for the acceptance of gifts, no matter how small. The Vendor and its representatives agree to respect these policies and refrain from the distribution of gifts of any kind to these organizations or their representatives.
- Liability for Vendor Property. Vendor is solely responsible for its own demonstration materials, products, and other property, and should insure products from loss or damage from any cause whatsoever. All property of Vendor in transit to or from or within the confines of the Event Site is in the care, custody, and control of the Vendor itself. ENDEAVOR or its suppliers or service providers shall bear no responsibility for lost, stolen, damaged, or abandoned materials. All property remaining in the Event Site after the end of the Event shall be subject to storage or disposal at the Vendor’s expense, at the sole option of ENDEAVOR.
- Vendor’s Liability and Hold Harmless. Vendor assumes direct liability for all claims for personal injury and damages caused to the Event Site, its personnel or personal property that results from the act or negligence of the Vendor and its representatives and releases ENDEAVOR from any/all liability associated therewith. Vendor indemnifies and holds ENDEAVOR, and its affiliates, as well as their respective agents, employees, officers, and directors, harmless from and against any claims, loss, damage or expense, including reasonable attorney’s fees, incurred by ENDEAVOR or any of the foregoing in connection with or as a result of any breach of this Agreement by Vendor or any claim for personal injury or property damage or otherwise brought by or on behalf of any third party person, firm, or corporation as a result of or in connection with the Event to the extent claims result from the direct or indirect act or negligence of the Vendor, its agents, or employees.
- Limitation of Liability. ENDEAVOR’S ENTIRE LIABILITY TO VENDOR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID HEREUNDER. IN NO EVENT SHALL ENDEAVOR BE LIABLE TO VENDOR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, RELIANCE OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE EVENT, ITS CANCELLATION OR ANY CHANGES IN EVENT SITE, EVENT DATE OR OTHERWISE, WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT, AND WHETHER OR NOT ENDEAVOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- No Joint Venture. No Party shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability for, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, co-ownership, or partnership between the Parties or to impose any partnership obligation or liability upon either Party. It is the express intent of the Parties hereto that neither a partnership nor joint venture is created between the Parties under this Agreement.
- Entire Agreement. This Agreement supersedes any and all other agreements, whether oral or in writing, between the Parties with respect to the Fees, the Package and any other subject matter contained herein, and this Agreement contains all of the covenants and agreements between the Parties with respect to the Fees, the Package and any other subject matter contained herein, in any manner whatsoever. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, that are not embodied in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the Party to be charged.
- Notices.
- Form of Notices. All notices permitted or required to be given under this Agreement shall be in writing and shall be deemed duly given: (i) upon receipt of confirmation sheet, when sent by facsimile transmission, with confirmation sheet received; (ii) upon delivery as confirmed by the courier, when delivered by overnight courier; (iii) upon delivery as confirmed by the courier, if delivered by personal delivery; or (iv) upon the sender’s receipt of the “return receipt” for any notice that is deposited in the mail, postage prepaid, certified, return receipt requested. Except as otherwise provided herein, email shall not constitute “writing” for purposes of this Agreement.
- Destination of Notices. All notices shall be delivered or sent to the Parties at their respective address(es) or number(s) shown below or to such other address(es) or number(s) as a Party may designate by prior written notice given in accordance with this provision to the other Party: If to ENDEAVOR: Endeavor Business Media
Attn: Legal Department
30 Burton Hills Blvd Ste 185 Nashville, TN 37215
Legal@Endeavorb2b.com
- Assignment. The Event is owned and managed by Endeavor Business Media, LLC. Sponsor understands and agrees that it may not assign this Agreement, in whole or in part, or any rights thereunder to any third party without the prior written permission of Endeavor.
- Severability. If any provision hereof is held invalid or unenforceable by any governmental authority of competent jurisdiction, or as a result of future legislative action, this will be strictly construed and will not affect the validity or effect of any other provision hereof, and the Parties shall endeavor in good faith to replace such invalid or unenforceable provision with a valid and enforceable provision which achieves the purposes intended by the Parties to the greatest extent permitted by law.
- No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties and is not intended for the benefit of any third parties.
- Compliance with Laws. Sponsor agrees to comply with and be bound by all laws of the United States and the local jurisdiction where the venue is located and rules and regulations of the local Police and Fire Department and those policies and criteria which have been established by Endeavor or the venue for use of the areas designated.
- Disputes. Endeavor and Sponsor agree that any dispute arising out of this Agreement shall be governed by the laws of the State of Tennessee, without regard for choice of laws rules, and in any suit arising therefrom the Sponsor hereby agrees to consent to the jurisdiction of the courts of the State of Tennessee, and that venue for any such suit shall lie in the state or federal courts located in Davidson County, Tennessee. If any part of this agreement is deemed to be invalid, the remainder of the agreement shall remain in force to the greatest extent permitted by law. Sponsor further agrees that, with or without notice or demand, Sponsor shall reimburse Endeavor for all expenses (including reasonable attorney’s fees, collection fees and court costs) incurred by Endeavor in connection with any indebtedness of Sponsor or the collection thereof.
- OTHER MATTERS. This Agreement is deemed an offer by Endeavor to Sponsor and Sponsor’s acceptance indicated acceptance in full of the terms and conditions of this Agreement and will bind both parties thereto. This Agreement contains the entire agreement of the parties hereto with respect to the matters contained herein and may not be modified, discharged or terminated except by a written instrument, signed by the party to be charged. All matters not expressly covered in the Agreement are subject to the reasonable decision of Endeavor, which decision shall be final. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.
Effective September 1st 2023 to September 1st 2023
DownloadTable of Contents
TERMS AND CONDITIONS:
Each participating Company (“Vendor”) shall be bound by the terms and conditions set forth herein (this “Agreement”) and by such amendments as may be agreed in writing by Vendor and Endeavor in connection with certain events organized by ENDEAVOR.
- Execution and submission of an Insertion Order or Statement of Work by Vendor and acceptance by ENDEAVOR, Vendor shall be entitled to participate in the Summits at the Event Site consistent with the terms and conditions of the private and confidential, preset appointment package all of which is set forth in Schedule 1 attached hereto and made a part hereof this Agreement (the “Package”).
- All packages include the specified number of badges, plus (i) the specified number of Private Boardroom Appointments or (ii) the theatre-style presentation.
- ENDEAVOR has the sole right to determine the eligibility of any company or product for inclusion in the Summits. ENDEAVOR reserves the right to refuse registrants from outside of the Vendor’s organization.
- ENDEAVOR reserves the right to make adjustments in the scheduling of appointment times, as necessary.
- Fees and Payment Policies
- Vendor agrees to pay the fees set forth in Schedule 1 attached hereto and made part of this agreement (the “Package and Sponsorship Fees”, also collectively referred to herein as, the “Fees”).
- Delivery of Payment. Payment must be remitted in accordance with the schedule and delivery instructions set forth in Schedule 1.
- Cancellation by Vendor. ENDEAVOR must receive written notification from the Vendor of any cancellation. If the cancellation fee due to ENDEAVOR, as set forth below, exceeds the amount previously paid by Vendor to ENDEAVOR, Vendor must pay the balance to ENDEAVOR within thirty (30) days of cancellation. Subsequent reassignment of canceled boardroom appointments does not relieve the cancelling Vendor of the obligation to pay the cancellation fee.
- If written notice of partial or full cancellation of the Package is received by ENDEAVOR after execution of this agreement, but sixty (60) days prior to the applicable Summit, the Vendor shall pay a cancellation fee equal to 50% of the Package Fees. This cancellation policy includes a reduction in the number of boardroom appointments set forth in Schedule 1.
- If written notice of partial or full cancellation of the Package is received by ENDEAVOR on a date that is less than sixty (60) days prior to the applicable Summit, the Vendor shall pay a cancellation fee equal to 100% of the Package Fees. This cancellation policy includes reduction in number of boardroom appointments set forth in Schedule 1.
- If Vendor fails to set up by 5 p.m. on the first day of the Summit, ENDEAVOR will consider the space abandoned. ENDEAVOR may use the allocated space in any way it deems appropriate. Vendor will be responsible for all Package Fees according to the cancellation policy set forth above. Further, Vendor will be responsible for any additional decorator charges required to convert the unused exhibit space into useful floor space.
- If Vendor has not paid the Fees in full prior to setup, Vendor’s participation badges and freight will be held until the Fees are paid in full and may result in abandonment as set forth in subsection c above.
- Cancellation of Event or Change of Event Date or Site. In the event that ENDEAVOR, in its sole discretion, changes the Event Date or the Event Site, or cancels the Event, ENDEAVOR’s sole liability to Vendor shall be to notify Vendor as far in advance as possible of such changes or cancellation. In the event that the Event is canceled, or the Vendor cannot attend the Event during the rescheduled time period, ENDEAVOR’s sole responsibility shall be to refund all Fees previously paid by Vendor for the Event. Should ENDEAVOR terminate this Agreement pursuant to the provisions of this section, the Vendor waives claims for damage arising therefrom.
- Force Majeure. ENDEAVOR will not be responsible for situations or events beyond its reasonable control impacting the Summit, including but not limited to, cancellation of the Summit. Such situation or events may include, but are not limited to: acts of God, (e.g. rainstorm, flood, wind, damage by the elements, earthquake, etc.), fire, strikes, acts or orders of governmental authorities, pandemic, disruptions in infrastructure or transportation systems, failure of individual responsibility and/or third-party responsibility.
- Anti-Trust and Other Laws. Vendor assumes the sole responsibility to abide by all applicable Anti-Trust laws and Fair Competition trade practices, as well as all other applicable laws and regulations.
- Vendor Presentations, Materials and Giveaways. The Vendor agrees that any presentation materials, products and materials shown, distributed, and/or given away will not be infringing or offensive in nature or content. Vendor acknowledges that some organizations have corporate policies that do not permit for the acceptance of gifts, no matter how small. The Vendor and its representatives agree to respect these policies and refrain from the distribution of gifts of any kind to these organizations or their representatives.
- Liability for Vendor Property. Vendor is solely responsible for its own demonstration materials, products, and other property, and should insure products from loss or damage from any cause whatsoever. All property of Vendor in transit to or from or within the confines of the Event Site is in the care, custody, and control of the Vendor itself. ENDEAVOR or its suppliers or service providers shall bear no responsibility for lost, stolen, damaged, or abandoned materials. All property remaining in the Event Site after the end of the Event shall be subject to storage or disposal at the Vendor’s expense, at the sole option of ENDEAVOR.
- Vendor’s Liability and Hold Harmless. Vendor assumes direct liability for all claims for personal injury and damages caused to the Event Site, its personnel or personal property that results from the act or negligence of the Vendor and its representatives and releases ENDEAVOR from any/all liability associated therewith. Vendor indemnifies and holds ENDEAVOR, and its affiliates, as well as their respective agents, employees, officers, and directors, harmless from and against any claims, loss, damage or expense, including reasonable attorney’s fees, incurred by ENDEAVOR or any of the foregoing in connection with or as a result of any breach of this Agreement by Vendor or any claim for personal injury or property damage or otherwise brought by or on behalf of any third party person, firm, or corporation as a result of or in connection with the Event to the extent claims result from the direct or indirect act or negligence of the Vendor, its agents, or employees.
- Limitation of Liability. ENDEAVOR’S ENTIRE LIABILITY TO VENDOR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID HEREUNDER. IN NO EVENT SHALL ENDEAVOR BE LIABLE TO VENDOR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, RELIANCE OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE EVENT, ITS CANCELLATION OR ANY CHANGES IN EVENT SITE, EVENT DATE OR OTHERWISE, WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT, AND WHETHER OR NOT ENDEAVOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- No Joint Venture. No Party shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability for, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, co-ownership, or partnership between the Parties or to impose any partnership obligation or liability upon either Party. It is the express intent of the Parties hereto that neither a partnership nor joint venture is created between the Parties under this Agreement.
- Entire Agreement. This Agreement supersedes any and all other agreements, whether oral or in writing, between the Parties with respect to the Fees, the Package and any other subject matter contained herein, and this Agreement contains all of the covenants and agreements between the Parties with respect to the Fees, the Package and any other subject matter contained herein, in any manner whatsoever. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, that are not embodied in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the Party to be charged.
- Notices.
- Form of Notices. All notices permitted or required to be given under this Agreement shall be in writing and shall be deemed duly given: (i) upon receipt of confirmation sheet, when sent by facsimile transmission, with confirmation sheet received; (ii) upon delivery as confirmed by the courier, when delivered by overnight courier; (iii) upon delivery as confirmed by the courier, if delivered by personal delivery; or (iv) upon the sender’s receipt of the “return receipt” for any notice that is deposited in the mail, postage prepaid, certified, return receipt requested. Except as otherwise provided herein, email shall not constitute “writing” for purposes of this Agreement.
- Destination of Notices. All notices shall be delivered or sent to the Parties at their respective address(es) or number(s) shown below or to such other address(es) or number(s) as a Party may designate by prior written notice given in accordance with this provision to the other Party:
- If to ENDEAVOR: Endeavor Business Media
Attn: Legal Department
30 Burton Hills Blvd Ste 185 Nashville, TN 37215
Legal@Endeavorb2b.com
- Assignment. The Event is owned and managed by Endeavor Business Media, LLC. Sponsor understands and agrees that it may not assign this Agreement, in whole or in part, or any rights thereunder to any third party without the prior written permission of Endeavor.
- Severability. If any provision hereof is held invalid or unenforceable by any governmental authority of competent jurisdiction, or as a result of future legislative action, this will be strictly construed and will not affect the validity or effect of any other provision hereof, and the Parties shall endeavor in good faith to replace such invalid or unenforceable provision with a valid and enforceable provision which achieves the purposes intended by the Parties to the greatest extent permitted by law.
- No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties and is not intended for the benefit of any third parties.
- Compliance with Laws. Sponsor agrees to comply with and be bound by all laws of the United States and the local jurisdiction where the venue is located and rules and regulations of the local Police and Fire Department and those policies and criteria which have been established by Endeavor or the venue for use of the areas designated.
- Disputes. Endeavor and Sponsor agree that any dispute arising out of this Agreement shall be governed by the laws of the State of Tennessee, without regard for choice of laws rules, and in any suit arising therefrom the Sponsor hereby agrees to consent to the jurisdiction of the courts of the State of Tennessee, and that venue for any such suit shall lie in the state or federal courts located in Davidson County, Tennessee. If any part of this agreement is deemed to be invalid, the remainder of the agreement shall remain in force to the greatest extent permitted by law. Sponsor further agrees that, with or without notice or demand, Sponsor shall reimburse Endeavor for all expenses (including reasonable attorney’s fees, collection fees and court costs) incurred by Endeavor in connection with any indebtedness of Sponsor or the collection thereof.
- OTHER MATTERS. This Agreement is deemed an offer by Endeavor to Sponsor and Sponsor’s acceptance indicated acceptance in full of the terms and conditions of this Agreement and will bind both parties thereto. This Agreement contains the entire agreement of the parties hereto with respect to the matters contained herein and may not be modified, discharged or terminated except by a written instrument, signed by the party to be charged. All matters not expressly covered in the Agreement are subject to the reasonable decision of Endeavor, which decision shall be final. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.
Effective August 31st 2023 to September 1st 2023
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TERMS AND CONDITIONS:
Each participating Company (“Vendor”) shall be bound by the terms and conditions set forth herein (this “Agreement”) and by such amendments as may be agreed in writing by Vendor and Endeavor in connection with certain events organized by ENDEAVOR.
- Execution and submission of an Insertion Order or Statement of Work by Vendor and acceptance by ENDEAVOR, Vendor shall be entitled to participate in the Summits at the Event Site consistent with the terms and conditions of the private and confidential, preset appointment package all of which is set forth in Schedule 1 attached hereto and made a part hereof this Agreement (the “Package”).
- All packages include the specified number of badges, plus (i) the specified number of Private Boardroom Appointments or (ii) the theatre-style presentation.
- ENDEAVOR has the sole right to determine the eligibility of any company or product for inclusion in the Summits. ENDEAVOR reserves the right to refuse registrants from outside of the Vendor’s organization.
- ENDEAVOR reserves the right to make adjustments in the scheduling of appointment times, as necessary.
- Fees and Payment Policies
- Vendor agrees to pay the fees set forth in Schedule 1 attached hereto and made part of this agreement (the “Package and Sponsorship Fees”, also collectively referred to herein as, the “Fees”).
- Delivery of Payment. Payment must be remitted in accordance with the schedule and delivery instructions set forth in Schedule 1.
- Cancellation by Vendor. ENDEAVOR must receive written notification from the Vendor of any cancellation. If the cancellation fee due to ENDEAVOR, as set forth below, exceeds the amount previously paid by Vendor to ENDEAVOR, Vendor must pay the balance to ENDEAVOR within thirty (30) days of cancellation. Subsequent reassignment of canceled boardroom appointments does not relieve the cancelling Vendor of the obligation to pay the cancellation fee.
- If written notice of partial or full cancellation of the Package is received by ENDEAVOR after execution of this agreement, but sixty (60) days prior to the applicable Summit, the Vendor shall pay a cancellation fee equal to 50% of the Package Fees. This cancellation policy includes a reduction in the number of boardroom appointments set forth in Schedule 1.
- If written notice of partial or full cancellation of the Package is received by ENDEAVOR on a date that is less than sixty (60) days prior to the applicable Summit, the Vendor shall pay a cancellation fee equal to 100% of the Package Fees. This cancellation policy includes reduction in number of boardroom appointments set forth in Schedule 1.
- If Vendor fails to set up by 5 p.m. on the first day of the Summit, ENDEAVOR will consider the space abandoned. ENDEAVOR may use the allocated space in any way it deems appropriate. Vendor will be responsible for all Package Fees according to the cancellation policy set forth above. Further, Vendor will be responsible for any additional decorator charges required to convert the unused exhibit space into useful floor space.
- If Vendor has not paid the Fees in full prior to setup, Vendor’s participation badges and freight will be held until the Fees are paid in full and may result in abandonment as set forth in subsection c above.
- Cancellation of Event or Change of Event Date or Site. In the event that ENDEAVOR, in its sole discretion, changes the Event Date or the Event Site, or cancels the Event, ENDEAVOR’s sole liability to Vendor shall be to notify Vendor as far in advance as possible of such changes or cancellation. In the event that the Event is canceled, or the Vendor cannot attend the Event during the rescheduled time period, ENDEAVOR’s sole responsibility shall be to refund all Fees previously paid by Vendor for the Event. Should ENDEAVOR terminate this Agreement pursuant to the provisions of this section, the Vendor waives claims for damage arising therefrom.
- Force Majeure. ENDEAVOR will not be responsible for situations or events beyond its reasonable control impacting the Summit, including but not limited to, cancellation of the Summit. Such situation or events may include, but are not limited to: acts of God, (e.g. rainstorm, flood, wind, damage by the elements, earthquake, etc.), fire, strikes, acts or orders of governmental authorities, pandemic, disruptions in infrastructure or transportation systems, failure of individual responsibility and/or third-party responsibility.
- Anti-Trust and Other Laws. Vendor assumes the sole responsibility to abide by all applicable Anti-Trust laws and Fair Competition trade practices, as well as all other applicable laws and regulations.
- Vendor Presentations, Materials and Giveaways. The Vendor agrees that any presentation materials, products and materials shown, distributed, and/or given away will not be infringing or offensive in nature or content. Vendor acknowledges that some organizations have corporate policies that do not permit for the acceptance of gifts, no matter how small. The Vendor and its representatives agree to respect these policies and refrain from the distribution of gifts of any kind to these organizations or their representatives.
- Liability for Vendor Property. Vendor is solely responsible for its own demonstration materials, products, and other property, and should insure products from loss or damage from any cause whatsoever. All property of Vendor in transit to or from or within the confines of the Event Site is in the care, custody, and control of the Vendor itself. ENDEAVOR or its suppliers or service providers shall bear no responsibility for lost, stolen, damaged, or abandoned materials. All property remaining in the Event Site after the end of the Event shall be subject to storage or disposal at the Vendor’s expense, at the sole option of ENDEAVOR.
- Vendor’s Liability and Hold Harmless. Vendor assumes direct liability for all claims for personal injury and damages caused to the Event Site, its personnel or personal property that results from the act or negligence of the Vendor and its representatives and releases ENDEAVOR from any/all liability associated therewith. Vendor indemnifies and holds ENDEAVOR, and its affiliates, as well as their respective agents, employees, officers, and directors, harmless from and against any claims, loss, damage or expense, including reasonable attorney’s fees, incurred by ENDEAVOR or any of the foregoing in connection with or as a result of any breach of this Agreement by Vendor or any claim for personal injury or property damage or otherwise brought by or on behalf of any third party person, firm, or corporation as a result of or in connection with the Event to the extent claims result from the direct or indirect act or negligence of the Vendor, its agents, or employees.
- Limitation of Liability. ENDEAVOR’S ENTIRE LIABILITY TO VENDOR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID HEREUNDER. IN NO EVENT SHALL ENDEAVOR BE LIABLE TO VENDOR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, RELIANCE OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE EVENT, ITS CANCELLATION OR ANY CHANGES IN EVENT SITE, EVENT DATE OR OTHERWISE, WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT, AND WHETHER OR NOT ENDEAVOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- No Joint Venture. No Party shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability for, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, co-ownership, or partnership between the Parties or to impose any partnership obligation or liability upon either Party. It is the express intent of the Parties hereto that neither a partnership nor joint venture is created between the Parties under this Agreement.
- Entire Agreement. This Agreement supersedes any and all other agreements, whether oral or in writing, between the Parties with respect to the Fees, the Package and any other subject matter contained herein, and this Agreement contains all of the covenants and agreements between the Parties with respect to the Fees, the Package and any other subject matter contained herein, in any manner whatsoever. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, that are not embodied in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the Party to be charged.
- Notices.
- Form of Notices. All notices permitted or required to be given under this Agreement shall be in writing and shall be deemed duly given: (i) upon receipt of confirmation sheet, when sent by facsimile transmission, with confirmation sheet received; (ii) upon delivery as confirmed by the courier, when delivered by overnight courier; (iii) upon delivery as confirmed by the courier, if delivered by personal delivery; or (iv) upon the sender’s receipt of the “return receipt” for any notice that is deposited in the mail, postage prepaid, certified, return receipt requested. Except as otherwise provided herein, email shall not constitute “writing” for purposes of this Agreement.
- Destination of Notices. All notices shall be delivered or sent to the Parties at their respective address(es) or number(s) shown below or to such other address(es) or number(s) as a Party may designate by prior written notice given in accordance with this provision to the other Party:
- If to ENDEAVOR:
Endeavor Business Media
dvalle@endeavorb2b.com
Attn: David Valle
Phone: 1-470-294-2595
With a copy to:
Legal@Endeavorb2b.com - Assignment. The Event is owned and managed by Endeavor Business Media, LLC. Sponsor understands and agrees that it may not assign this Agreement, in whole or in part, or any rights thereunder to any third party without the prior written permission of Endeavor.
- Severability. If any provision hereof is held invalid or unenforceable by any governmental authority of competent jurisdiction, or as a result of future legislative action, this will be strictly construed and will not affect the validity or effect of any other provision hereof, and the Parties shall endeavor in good faith to replace such invalid or unenforceable provision with a valid and enforceable provision which achieves the purposes intended by the Parties to the greatest extent permitted by law.
- No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties and is not intended for the benefit of any third parties.
- Compliance with Laws. Sponsor agrees to comply with and be bound by all laws of the United States and the local jurisdiction where the venue is located and rules and regulations of the local Police and Fire Department and those policies and criteria which have been established by Endeavor or the venue for use of the areas designated.
- Disputes. Endeavor and Sponsor agree that any dispute arising out of this Agreement shall be governed by the laws of the State of Tennessee, without regard for choice of laws rules, and in any suit arising therefrom the Sponsor hereby agrees to consent to the jurisdiction of the courts of the State of Tennessee, and that venue for any such suit shall lie in the state or federal courts located in Davidson County, Tennessee. If any part of this agreement is deemed to be invalid, the remainder of the agreement shall remain in force to the greatest extent permitted by law. Sponsor further agrees that, with or without notice or demand, Sponsor shall reimburse Endeavor for all expenses (including reasonable attorney’s fees, collection fees and court costs) incurred by Endeavor in connection with any indebtedness of Sponsor or the collection thereof.
- OTHER MATTERS. This Agreement is deemed an offer by Endeavor to Sponsor and Sponsor’s acceptance indicated acceptance in full of the terms and conditions of this Agreement and will bind both parties thereto. This Agreement contains the entire agreement of the parties hereto with respect to the matters contained herein and may not be modified, discharged or terminated except by a written instrument, signed by the party to be charged. All matters not expressly covered in the Agreement are subject to the reasonable decision of Endeavor, which decision shall be final. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.
Summit Terms and Conditions
Effective September 1st 2023
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SUMMIT TERMS AND CONDITIONS:
Upon acceptance of the agreement (“Agreement”), the participating company named on the front of this Agreement (“Supplier”) shall be bound by the terms and conditions set forth herein and by such amendments or additional terms and conditions which may be established by Endeavor Business Media and The Parks and Recreation Summit, and related events, (hereinafter referred to as “Endeavor” or “The Summit.”) References to the Summit herein shall be deemed to include Endeavor and any and all duly authorized representatives, agents or employees of the foregoing.
1. This Agreement authorizes participation by the Supplier for members of its staff in the meetings and sessions at the Summit.
2. Supplier agrees that return of the executed Agreement indicates Supplier’s acceptance of these terms and conditions and Supplier’s agreement to participate in the Summit and to comply fully with the terms and conditions as set forth herein.
3. 50% non-refundable payment is due within thirty (30) days after invoicing. The balance of the payment for the Summit is due 90 days prior to the Summit. As this is an event with a limited number of suppliers, no cancellations will be accepted after application is accepted.
4. After execution of the Agreement, Endeavor and Summit may keep any and all monies received from Supplier as liquidated damages, it being understood that the Summit’s losses and damages from Supplier’s breach of this Agreement as well as a precise value for services provided by Endeavor prior to the conclusion of the Summit are difficult to ascertain and that the agreed liquidated damages are not intended to be and may not be construed as a penalty. Monies received prior to the Summit are used by Endeavor for promoting, preparation of materials and other expenses incurred for the Summit.
5. The Summit is a business networking event and conference. While certain buyers and their companies have indicated their intent to attend, and Endeavor has used its best efforts to insure these buyers actually attend, the Supplier and Endeavor acknowledge that it is impossible to guarantee that each of these buyers will actually participate. This Agreement is not a guarantee of participation by any particular buyer or representative thereof.
6. Sharing of the space and time allotted to a participating Supplier with any other company, organization, or for products other than that specified in the application is expressly prohibited unless specifically arranged by and approved by the Summit or Endeavor in writing in advance.
7. Supplier agrees that any and all promotional activities of any kind or nature outside the agenda such as signs, easels, or hotel room drops, are prohibited without the written consent of the Summit or Endeavor. Supplier agrees not to play, broadcast or have performed any copyrighted material without first presenting to the Summit proof satisfactory that Supplier has, or does not need, any licenses or insurance required by any performing rights society, including but not limited to ASC AP and BMI.
8. In the event of war, fire, strike, government regulation, public catastrophe, act of God, public enemy, act of terror or imminent fear of such, or other cause, and the Venue becomes unavailable; Endeavor and the Summit will be released and discharged from the obligations of this Agreement and Endeavor shall in its sole discretion determine whether to refund to Supplier no more than its proportionate share of the balance of the aggregate fees received after deducting expenses incurred and to be incurred by Endeavor, plus reasonable compensation to Endeavor, but in no case shall the amount of refund to the Supplier exceed the amount of the fee paid. Endeavor reserves the right to cancel, re-name or relocate the Summit or change the dates on which it is held. If Endeavor relocates the Summit to another Venue or changes the date s for the Summit, no refund will be due Supplier and Endeavor shall assign to Supplier, in lieu of the original space, such other space as the Endeavor deems appropriate and Supplier shall accept such space under the terms of this Agreement. Endeavor shall not be liable financially or otherwise to Supplier in the event the Summit is postponed or relocated.
9. Neither Endeavor or Summit nor its representatives will be responsible for any injury, loss or damage that may occur to Supplier or to Supplier’s employees, invites, licensees or guests, or Supplier’s property, from any cause whatsoever. Under no circumstances shall Endeavor or the Summit or its representatives be liable for (a) any special, indirect, incidental or consequential loss or damages whatsoever, or (b) any loss of profit, loss of use, loss of opportunity or any cost or damage resulting from any such loss. Supplier acknowledges that the risk allocation of this section of the Agreement is reasonable based on the understanding that Supplier shall obtain at its own expense, adequate insurance (specified below) against any such injury, loss or damage. Endeavor and the Summit shall not be liable for its failure to perform its obligation under this Agreement a s a result of strikes, riots, acts of God or any other cause beyond its control.
10. Supplier shall deliver a certificate of insurance to Endeavor at least 60 days prior to the Summit. This certificate shall provide evidence of issuance of a commercial general liability insurance policy on a primary and non-contributory basis for the Summit including the dates of the Summit and the seven (7) days following the Summit, specifically referring to and covering contractual liability, independent contractors and personal injury liability. The policy shall afford protection on a combined single limit basis of not less than $1,000,000 per occurrence/$1,000,000 general aggregate for bodily injury and property damage. Supplier’s insurance policy is required under this Agreement to: (i) name Endeavor and the Summit as additional insured’s; (ii) provide that such policies may not be cancelled without 30 days written notice to Endeavor and Summit of such cancellation; and (i ii) waive any and all rights of subrogation against any insurance policies held by Endeavor or the Summit and further Supplier agrees to waive its rights of subrogation against the Summit, Endeavor, its officers, directors and employees. If any of the insurance policies required pursuant to this Agreement are cancelled prior to the conclusion of the Summit, Endeavor or Summit may immediately terminate this Agreement and retain all monies paid by Supplier as of such date of cancellation. Such insurance maintained by Supplier must be issued by an insurance company reasonably acceptable to Endeavor and Summit.
11. Supplier is solely and fully responsible for its own equipment, material or other property and should insure it against loss or damage from any cause whatsoever. All property of Supplier is understood to remain in its care, custody, and control in transit to or from or within the confines of the Venue.
12. Endeavor, Summit and Venue or any of their respective officers, agents employees or other representatives, shall not be held accountable or liable for, and the same are hereby released by Supplier from accountability or liability for, any damage, loss, harm or injury to the person or any property of the Supplier or any of its officers, agents, employees, or other representatives resulting from, or arising out of, the negligence of Endeavor or Summit, its agents or employees , or the negligence of any other persons present at the Summit, or from theft, fire, water, accident or any other cause.
13. The Supplier hereby agrees to indemnify, defend and protect Endeavor, the Summit, and the Venue against, and hold and save harmless from, any and all claims, demands, suits, liability, damage, loss, costs, attorneys’ fees and expenses of whatever kind or nature which might arise out of any action or failure to act of Supplier or any of its officers, agents, employees, or other representatives, including but not limited to claims of damage or loss to property or harm or injury to a person or persons. Supplier shall at all times indemnify, defend and hold harm less Endeavor, Summit and Venue from any and all claims, losses, liability, damages, suites demands, costs and expenses (including without limitation, attorneys’ fees and court costs) of whatever nature against Endeavor and Summit arising out of or in connection with (i) any act, omission or negligence of Supplier or its representatives, employees, agents or contractors; (ii) any act, omission or negligence of Endeavor or Summit or Venue relating to Supplier’s use of the Venue in connection with the Summit; and (iii) any breach, violation or nonperformance of any covenant or condition of this Agreement by Supplier.
14. In the event that any unforeseen occurrence shall render the performance of this Agreement impossible, Endeavor or Summit shall have the right in their sole discretion to amend or terminate the Agreement. Supplier hereby waives any claim against the Endeavor or Summit for damages or compensation arising from such amendment or termination of the Agreement.
15. Endeavor reserves the right to determine the Agenda for the Summit and to adopt, orally or in writing, any additional term or condition, or take any further action if Endeavor deems such action necessary for the goo d and welfare of the Summit. All matters not expressly covered in this Agreement are subject to the reasonable decision of Endeavor and the Summit, whose decision will be final on such matters.
16. Supplier agrees to comply with and be bound by all laws of the United States and the local jurisdiction where the Venue is located and rules and regulations of the local Police and Fire Department and those policies and criteria which have been established by the Summit or the Venue for use of the areas designated.
17. Endeavor and Supplier agree that any dispute arising out of this Agreement shall be governed by the laws of the State of Illinois, and in any suit arising there from the Supplier hereby agrees to consent to the jurisdiction of the courts of the State of Illinois, and that venue for any such suit shall lie in the state or federal courts located in Cook County, Illinois.
18. This Agreement contains the entire agreement of the parties hereto with respect to the matters contained herein and may not be modified, discharged or terminated except by a written instrument, signed by the party to be charged. Nothing in this provision, however, shall preclude Endeavor or Summit from adopting additional rules and regulations, orally or in writing, as provided in Paragraph 15.