1. INTRODUCTION
1.1 The Event is organized and managed by Visit Manitou Springs (VMS), a 501 c(6) registered to 354 Manitou Ave, Manitou Springs CO 80829
1.2 These Terms and Conditions set out the terms on which you (i.e. the Sponsor) agree to sponsor the Event. Please read the Agreement carefully and make sure you understand it before signing. You understand that by signing, you agree to be bound by the terms of the Agreement.
1.3 Defined terms in this Agreement shall have the meaning given to them within these Terms and Conditions.
1.4 References to “we”, “us” and “our” shall be references to Visit Manitou Springs (VMS). In light of the meaning given above to “you”, references to “your” shall be construed accordingly.
2. GRANT OF RIGHTS
2.1 We grant to you:
2.1.1 the Sponsor Benefits (as defined in your sponsorship benefits per sponsor level); and
2.1.2 a non-transferable, non-exclusive, royalty-free license to use the Event logos and trademarks (the “Event Marks”) provided to you in accordance with clause 4.3 solely to promote your sponsorship of the Event, during the Term (as defined at clause 8.1) and in accordance with the terms of this Agreement.
2.2 You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable license to use your logos and trademarks (the “Sponsor Marks”) provided to us in accordance with clause 3.3:
2.2.1 during the Term to promote the Event; and
2.2.2 for a period of 11 months following the Event in any report produced about the Event and in any promotional materials for similar events.
2.3 In the event that you change the Sponsor Marks at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Sponsor Marks produced by us or on our behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.
2.4 If for any reason, we are unable to deliver any of the Sponsor Benefits, we will inform you as soon as reasonably practicable. We may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsor Benefits without any liability to you.
2.5 You acknowledge and agree that you shall be solely responsible for all costs that you incur relating to your attendance at the Event (including, without limitation, any travel costs, banner costs, the costs of any temporary staff and any costs relating to the booth at the Event and all costs incurred by you in exercising the Sponsor Benefits).
2.6 You shall promptly comply with all reasonable instructions and directions issued by or on behalf of us in connection with the Event and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue (s) at which the Event is being held). We shall not be responsible for any failure or delay in providing any of the Sponsor Benefits where such failure occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions.
3. YOUR OBLIGATIONS
3.1 You undertake to support the Event through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the Event.
3.2 You undertake to ensure your personnel exercise the Sponsor Benefits in accordance with the terms of this Agreement.
3.3 You shall, within seven days of this Agreement by both parties, supply us with examples of the Sponsor Marks in a suitable format.
3.5 You undertake that any promotion of the Event on your part will:
3.5.1 comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;
3.5.2 comply with any instructions or directions issued by or on behalf of us;
3.5.3 not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and
3.5.4 include any legal or good practice notices as required by us from time to time.
3.6 You shall not do, or omit to do, (and you shall procure that none of your employees, agents or contractors shall do, or omit to do) anything which may: (i) bring the Event or the other party into disrepute; (ii) disparage the Event or us; (iii) damage our goodwill associated with the Event; or (iv) be otherwise prejudicial to the image and/or reputation of the Event or us.
3.7 You shall not engage in joint promotions with any third party in relation to the Event without our prior written consent.
3.8 For the avoidance of doubt it shall be your responsibility to take out and maintain appropriate insurance in relation to any risks under or in relation to this Agreement or your participation in the Event.
3.9 You shall comply with all relevant laws and regulations which may apply in relation to your involvement in the Event and you will indemnify and keep indemnified and defend (at your own expense) us against all costs, claims, damages or expenses suffered or incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with any of your obligations under this Agreement or any applicable laws and regulations.
4. OUR OBLIGATIONS
4.1 We shall provide the Sponsor Benefits and organize the Event using reasonable skill and care and will consult with the Sponsor Representative (as set contact upon submission) on aspects of the Event where we deem it appropriate to do so.
4.2 The Sponsor Benefits are personal to you and we are not obliged to provide the Sponsor Benefits (or any part of them) to any other entity or person.
5. SPONSORSHIP FEE
5.1 In consideration of us providing the Sponsor Benefits, you shall pay to us the Sponsorship Fee within (14) fourteen business days.
5.2 If the Sponsorship Fee is not received by us when due, we reserve the right not to supply, or cease to supply, any or all of the Sponsor Benefits. For the avoidance of doubt, you shall not be permitted entry to the Event unless full payment has been received by us.
5.3 Unless otherwise agreed between the parties, where the Sponsorship Fee is payable in one installment such payment shall be due and payable within (14) fourteen business days of submission.
5.4 Without prejudice to any other rights and remedies available to us if payment is not made in accordance with Clause 5.1, interest on the overdue balances may accrue.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The parties acknowledge as follows:
6.1.1 all intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in the Sponsor Marks shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Sponsor Marks; and
6.1.2 all intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in the Event Marks shall be solely and exclusively owned by us, together with any goodwill therein, and you shall not acquire any rights in the Event Marks.
6.2 All intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in or arising out of or in connection with the Event (including but not limited to any rights accruing in the Event Marks) shall be owned by us but always without prejudice to clause 6.1.1.
6.3 You shall indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of a claim that our use of your intellectual property rights in accordance with the Agreement (including without limitation the Sponsor Marks) infringes any intellectual property rights (including, but not limited to, copyright, trademarks and design rights) of any third party.
6.4 Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or do anything which will or may affect any registration of the other party’s marks.
6.5 You agree that you shall not use the Event Marks in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the sponsorship of the Event), or that we endorse any part of your business, trading name or style.
6.6 If during the Term, either party becomes aware of any threatened or actual unauthorized use or any misuse of the other’s intellectual property rights (including, but not limited to, copyright, trademarks and design rights), then it shall promptly notify the same to the other in writing. The non-owner of the intellectual property rights will, at the owning party’s reasonable request and cost, provide all reasonable cooperation (including, without limitation, the provision or completion of any documentation) in any action, claim or proceedings brought or threatened in respect of such intellectual property rights, but shall not be obliged to take any further action.
7. CHANGES, CANCELLATION & POSTPONEMENT
7.1 Visit Manitou Springs (VMS) reserves the right to and shall be entitled to make changes to the Event at any time without liability to you, including without limitation in respect of the timings on the day, date, content, format of the event, speakers or venue. We will keep you informed of any such changes from time to time.
7.2 Visit Manitou Springs reserves the right and shall be entitled, in its sole discretion, to cancel or postpone the date of the Event. VMS shall give written notice to the Sponsor of its decision to cancel or postpone the Event as soon as reasonably practicable. Upon receipt of such notice:
(a) in the case of cancellation of the Event by VMS, the Sponsor shall be entitled to:
(i) terminate this Agreement and to the extent that any Sponsor Benefits have not been received by the Sponsor (or where only a proportion of a Sponsor Benefit has been received by the Sponsor) at the date of such cancellation, to obtain a refund of such proportion of Sponsorship Fees paid as VMS may reasonably determine; or
(ii) to apply the Sponsorship Fee (paid or payable) to another VMS event offered by VMS to the Sponsor, provided that the date of such new event is less than 12 months from the date of the original Event;
(b) in the case of postponement of the Event by VMS:
(i) where the new Event date is 12 months or less away from the original Event date, the Sponsor is deemed to accept the new Event date and the Sponsor is not entitled to terminate this Agreement
For the avoidance of doubt, where the Sponsor elects to apply the Sponsorship Fee to another VMS event (if applicable), VMS cannot guarantee to provide the same Sponsor Benefits for the same Sponsorship Fee.
7.3 Save to the extent set out above, no refunds (including without limitation in respect of the Sponsorship Fee) will be given by VMS in respect of any postponement or cancellations.
8. TERM AND TERMINATION
8.1 This Agreement shall take effect on the date that you sign the Front Sheet and shall continue until completion of the Event (the “Term”), unless terminated early in accordance with its terms.
8.2 Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that the other:
8.2.1 has committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within 14 days of being required to do so by written notice; or
8.2.2 ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.
8.3 Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.
8.4 Upon termination of this Agreement by us in accordance with this clause 8, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off. Where termination occurs before you have received all the Sponsor Benefits, we shall charge you such proportion of the Sponsorship Fee (calculated in good faith) as is reasonable to reflect the value of the Sponsor Benefits received by you prior to the date of termination.
8.5 Upon expiry or termination of this Agreement, the parties agree that:
8.5.1 our obligations to provide any further Sponsor Benefits shall cease;
8.5.2 any licenses granted pursuant to this Agreement shall immediately cease; and
8.5.3 you shall destroy any Sponsor Literature and remove the Event Marks from any other materials in your possession.
9. LIMITATION OF LIABILITY
9.1 Subject to clause 9.3, our aggregate liability to you, however caused, in respect of all claims (or series of claims) arising out of or in connection with this Agreement or otherwise in connection with the Event, shall be limited to the Sponsorship Fees paid by you.
9.2 Notwithstanding any other provision in this Agreement, but subject to clause 9.3, we shall not be liable, in each case however caused for any
9.2.1 direct or indirect loss of or damage to:
(a) profit; (b) revenue; (c) business; (d) contracts; (e) opportunities; (f) data; (g) anticipated savings or interest; (h) reputation; (i) goodwill; (j) use; or
9.2.2 costs of wasted management or staff time; or
9.2.3 travel, accommodation or other costs and expenses; or
9.2.4 indirect, special or consequential damages, loss, costs, claims or expenses of any kind.
9.3 Nothing in this Agreement shall limit or exclude a party’s liability for:
9.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.3.2 fraud or fraudulent misrepresentation; or
9.3.3 any other liability which cannot be limited or excluded by applicable law.
9.4 VMS shall not be in breach of this Agreement for any change to the Event under clause 7.1 or any postponement and/or cancellation of the Event under clause 7.2 of this Agreement and the Sponsor acknowledges that the rights in respect of postponement and/or cancellation of the Event under clause 7.2 are the Sponsor’s sole rights and the Sponsor waives all other rights and remedies in respect of any postponement and/cancellation of the Event. For the avoidance of doubt,VMS shall not be liable to the Sponsor or any third party for any travel, accommodation or other costs and expenses incurred in connection with any change to the Event under clause 7.1 or any postponement and/or cancellation of the Event under clause 7.2 of this Agreement.
9.5 The parties agree that each of the sub-clauses in clause 9.2 and each of the sub-paragraphs 9.2.1(a) to 9.2.1(j) in sub-clause 9.2.1 constitute separate terms and the introductory wording of clause 9.2 shall be applied to each of them separately. If there is any claim or finding that any such individual sub-clause or sub-paragraph is unenforceable for any reason, such unenforceability shall not affect any other provision within clause 9.2 or otherwise.
10. CONFIDENTIALITY
10.1 Each party shall treat in confidence all information obtained from the other pursuant to this Agreement that is confidential in nature (which shall include details of the Sponsorship Fee) and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.
10.2 Each party shall only disclose such confidential information: (i) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of this Agreement; and (ii) to the extent that such confidential information is required to be disclosed by law.
11. FORCE MAJEURE
11.1 VMS shall not be liable for any hindrance, failure or delay in performing any of its obligations arising out of or in connection with this Agreement as a result of an event or series of connected events beyond the reasonable control of VMS (including, without limitation, acts of God, extreme weather conditions, power failure, floods, lightning, storm, fire, explosion, war, riot, civil commotion, military operations, acts or threats of terrorism, malicious damage, strike action, lock-outs or other industrial action (whether involving the workforce of VMS or of any other party), default of suppliers or sub-contractors, compliance with any law or governmental order, rule regulation or direction, accident, failure or breakdown of plant, machinery, systems or vehicles, or a pandemic, epidemic, civil emergency or other widespread illness) (“Force Majeure Event”).
11.2 In the event of a Force Majeure Event, VMS shall be entitled, without liability, at its sole discretion to vary, perform, suspend performance of, postpone, cancel the Event and/or this Agreement and/or terminate this Agreement on giving written notice to the Sponsor.
12. GENERAL
12.1 This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
12.2 You may not assign, sub licence or otherwise transfer any of your rights or obligations under this Agreement without our prior written Agreement.
12.3 Notices shall be sent by first class registered post, with a copy to be sent by email, to the other party at the address appearing on the submission (or such other address as that party shall notify in writing to the other from time to time). In the absence of proof of non-delivery, notices are deemed received two working days after being sent.
12.4 If any one or more provisions of this Agreement shall be declared to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of this Agreement shall not as a result in any way be affected or impaired. However, if any provisions of this Agreement shall be adjudged to be void or ineffective but would be adjudged to be valid and effective if part of the wording were deleted or the scope or periods reduced, they shall apply with such modifications as may be necessary to make them valid and effective while adhering as closely as possible to the original intent, period and scope of the provisions and the parties hereby undertake to make such modifications.
12.5 This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.
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