These Event Sponsorship Terms and Conditions (“Terms”) govern the sponsorship of events organized by GuidePoint Security LLC and/or any of its affiliates (“GuidePoint”). By executing an Event Sponsorship Form that references these Terms (“Sponsorship Form”), the sponsoring entity (“Sponsor”) agrees to be bound by these Terms, together with the accepted Sponsorship Form (together, the “Agreement”). The “Event”, “Sponsorship Fee” and “Venue” will be as set forth in the Event Sponsorship Form. In the event of conflict between these Terms and an Event Sponsorship Form, the Event Sponsorship Form will control.
1. SPONSORSHIP FEES.
1.1. Acceptance. Sponsorships are available on a first-come, first-served basis. To be considered for a sponsorship, Sponsor must submit an executed Sponsorship Form to GuidePoint. Such Sponsorship Form will be irrevocable once submitted. GuidePoint may, at its sole discretion, accept or refuse Sponsor’s application for sponsorship. Acceptance of a sponsorship request by GuidePoint is based upon sponsorship level and availability at the time of GuidePoint’s receipt of the completed Sponsorship Form. To accept a Sponsorship Form, GuidePoint must confirm such acceptance by email, at which point the Sponsorship Form and Terms become binding on the parties and Sponsor may not cancel a Sponsorship Form.
1.2. Payment. Sponsor agrees to pay the Sponsorship Fee in accordance with the amounts and payment terms set forth in the Sponsorship Form. All fees under a Sponsorship Form are non-cancellable, non-transferable and non-refundable except as set forth in Section 2 below. Unless an alternative payment schedule is set forth on the Sponsorship Form: (i) GuidePoint will invoice Sponsor on or after the Event; and (ii) payment is due within thirty (30) days of the Event. Instructions for payment will be indicated on invoices. GuidePoint reserves the right to charge, and Sponsor agrees to pay, a late charge equal to one percent (1%) per month on any amount that is unpaid on the due date. Sponsor is responsible for the reasonable costs related to the collection of past due amounts.
1.3. Taxes. All Sponsorship Fees are exclusive of all applicable federal, state, local, and foreign taxes, duties, tariffs, and similar assessments (including without limitation sales, use, and value-added taxes). Sponsor is responsible for all such taxes except those based on GuidePoint’s net income.
EVENT CANCELLATION OR CHANGES
2.1. GuidePoint’s Discretion. GuidePoint may alter at its sole discretion and without liability: (i) the Venue location, type, and size; (ii) the Event timing, duration, and dates; (iii) the Event layout, format, and content; (iv) admittance and exit procedures; and (v) any other technical or administrative details. GuidePoint will use reasonable efforts to notify Sponsor of changes that materially and detrimentally impact Sponsor’s rights. If GuidePoint materially changes the Event date, Venue, or format, GuidePoint’s sole obligation is to: (x) notify Sponsor in writing of such changes; and (y) refund Sponsorship Fees only if GuidePoint cancels the Event or if Sponsor cannot participate in a rescheduled Event and notifies GuidePoint accordingly. GuidePoint makes no representations or warranties concerning the Event, including attendee numbers or marketing effectiveness, and disclaims any implied warranties.
2.2. Force Majeure. GuidePoint is relieved of its obligations if holding the Event or performing material obligations becomes impossible, illegal, inadvisable, or substantially interfered with due to any cause beyond GuidePoint’s reasonable control, including act of God, governmental act or recommendation, war, fire, flood, explosion, terrorism, pandemic, epidemic, public health emergency, civil disorder, strike, adverse weather, accident, technology breakdown, power outage, transportation curtailment, material shortage, regulatory intervention, or Venue unavailability (each, a “Force Majeure Event“).
2.3. GuidePoint Cancellation. If GuidePoint cancels the Event (other than due to Force Majeure), GuidePoint will refund Sponsorship Fees paid and Sponsor owes no additional amounts. If canceled due to Force Majeure, GuidePoint will apply paid Sponsorship Fees toward a future or rescheduled GuidePoint event and Sponsor owes no additional amounts. Except as expressly provided in this Section, GuidePoint has no liability for any actions, claims, losses, costs, or expenses arising from postponement, cancellation, or alteration of the Event.
INTELLECTUAL PROPERTY AND BRANDING
3.1. License to GuidePoint. Sponsor grants GuidePoint a non-exclusive, non-transferable, royalty-free, worldwide license to use Sponsor’s name, logo, and materials to promote, market, and advertise the Event and Sponsor’s participation. Sponsor retains all right, title, and interest in its intellectual property. Information supplied to GuidePoint may be used for Event-related publications, directories, catalogs, websites, and services to Sponsor.
3.2. Sponsor Actions. All public-facing co-branded promotional materials created by Sponsor related to the Event that contain any GuidePoint trademarks or logos (including booth graphics, presentations, brochures, datasheets, and promotional items) must be pre-approved by GuidePoint in writing. GuidePoint may revoke distribution approval at any time. All GuidePoint trademarks, names, logos, and proprietary rights remain GuidePoint’s property, and no rights are granted to Sponsor. Sponsor may not represent that it is authorized or endorsed by GuidePoint even if such materials are approved. Subject to Sponsor complying with the provisions of the Agreement, GuidePoint grants Sponsor a non-exclusive, non-transferable, royalty-free, revocable, limited license for the period of time between the date of the Sponsorship Form and the end of the Event, to use GuidePoint’s name and logo solely and strictly for the purpose of reasonably promoting, marketing and advertising its participation for the Event.
3.3. Recording Consent. Sponsor acknowledges that the Event may be recorded, photographed, or otherwise documented. Sponsor grants GuidePoint and its designees an irrevocable, worldwide, perpetual, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, publicly display and perform, and create derivative works from any recordings, photographs, videos, livestreams, or other media captured at the Event that include Sponsor’s personnel, booth, materials, presentations, logos, or other identifying information, for any purpose including promotion, marketing, advertising, or commercial use. This includes the right to use the name, voice, image, and likeness of Sponsor’s personnel. Sponsor will execute any additional releases reasonably requested by GuidePoint. No compensation will be paid, and Sponsor waives any right to inspect or approve the finished product or its use.
DATA PROTECTION AND PRIVACY
4.1. Confidentiality. Each party may receive confidential information from the other party pursuant to this Agreement. Any such confidential information is governed by the terms in the current partner agreement or nondisclosure agreement executed between the parties. In the event there is no such agreement, Sponsor will keep any pricing and Event details confidential.
4.2. Attendee Data. Event participants are made aware of the fact that their identity, their contact information, and the fact of their attendance at the Event may be shared with Sponsor. Sponsor may use such information for the specific and limited purpose of Sponsor marketing Sponsor’s services to Event attendees and for no other purpose. Any such usage must be in accordance with Section 5.6 below. Sponsor may not share such information with any third party, other than third party service providers Sponsor engages to provide marketing services on Sponsor’s behalf that are consistent with this agreement and Sponsor’s permitted usage of the information.
4.3. Data Protection. Sponsor will maintain administrative, physical, and technical safeguards for protection of the security and confidentiality of any personal data included in the participant list provided to Sponsor by GuidePoint, including, but not limited to, measures for preventing unauthorized access, use, modification or disclosure of such personal data. Sponsor will comply with all applicable federal, state, and international laws and regulations governing the collection, processing, storage, transfer, use, and sale of any personal data related to Event attendees, including but not limited to the CAN-SPAM Act, TCPA, GDPR, CCPA, and other regulatory requirements pertaining to marketing, privacy, and data protection. Sponsor grants GuidePoint the right to take reasonable and appropriate steps: (i) to help ensure that Sponsor uses personal data transferred in a manner consistent with GuidePoint’s obligations under applicable privacy and data protection laws; and (ii) to, upon notice, stop and remediate any unauthorized use and processing of Personal Information. Sponsor will provide reasonable support and assistance as necessary to enable GuidePoint to comply with its obligations under applicable privacy and data protection laws. Specifically, in accordance with applicable privacy and data protection laws, Sponsor shall process an individual’s request to exercise their privacy rights relating to their personal data (e.g., opt out, correction, access, and deletion requests) where GuidePoint has forwarded such request to Sponsor.
SPONSOR OBLIGATIONS
5.1. Conduct. Sponsor and its personnel must conduct themselves in a professional and orderly manner and not engage in conduct that causes offense, annoyance, inconvenience, or disruption to other sponsors, attendees, GuidePoint personnel, or Venue staff. GuidePoint reserves the right to take any safety and security measures that it deems necessary to ensure the safety of attendees without prior notice. Sponsor will also comply with GuidePoint’s Vendor Code of Conduct at all times.
5.2. Responsibilities. Sponsor agrees to abide by all Event rules and regulations as established, supplemented, and/or amended by GuidePoint (which GuidePoint may do in its sole discretion). Any additional written regulations or instructions shall be deemed to form part of this Agreement and shall be binding on the Sponsor. GuidePoint may refuse admission to or eject any person not following Event rules, security protocols, or GuidePoint directions. Sponsor may not represent that it is authorized or endorsed by GuidePoint or display signage or advertisements without GuidePoint’s prior written consent. Unattended property may be removed from the venue, and GuidePoint is not responsible for any loss or damage relating to such removal.
5.3. Travel. Travel, lodging, and transportation are Sponsor’s sole responsibility, and GuidePoint is not responsible for any of Sponsor’s costs for the foregoing. GuidePoint may (but is not required to) make available negotiated room rates with a lodging provider near the Event location to Sponsor.
5.4. Exhibits. If a speaking slot or package is included in the Sponsorship Form for Sponsor, this Section 5.4 applies. Sponsor may not sublease or transfer exhibit space or sponsorship entitlements. Sponsor must provide at least one employee to staff the booth during Event hours and serve as the administrative point of contact (these may be the same person). GuidePoint may remove exhibits that violate this Agreement or that GuidePoint objects to, in its sole discretion, with or without prior notice to Sponsor. GuidePoint will not be liable for any damages or refund any costs if exhibits are removed. Sponsor shall maintain commercial general liability insurance with minimum limits of $1 million per occurrence covering Sponsor’s activities at the Event and shall name GuidePoint as additional insured.
5.5. Speakers. If a speaking slot or package is included in the Sponsorship Form for Sponsor, Sponsor must comply with all timelines and meet any other requirements set by GuidePoint, and Sponsor must use the allotment of time afforded to it at the Event for its speaking session. If Sponsor does not meet GuidePoint’s requirements or follow the established timelines, GuidePoint may cancel the speaking slot at its discretion without liability for any damages.
5.6. Post-Event Obligations. Sponsor may not contact or communicate with Event attendees for any marketing, promotional, or commercial purposes until after the conclusion of the Event without GuidePoint’s prior written consent. Sponsor will promptly honor any attendee’s opt-out request regarding communications and will maintain records of all such requests. Sponsor will indemnify, defend, and hold GuidePoint harmless from and against any and all claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from Sponsor’s use of attendee data or marketing activities.
MISCELLANEOUS
6.1. Liability. ANY AND ALL LIABILITY GUIDEPOINT HAS OR MAY HAVE TO SPONSOR IN CONNECTION WITH THE EVENT AND THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, IS STRICTLY LIMITED, IN AGGREGATE TO THE AMOUNT OF THE SPONSORSHIP FEE PAID BY SPONSOR TO GUIDEPOINT WITH RESPECT TO THE EVENT. WITHOUT LIMITING THE PREVIOUS SENTENCE, IN NO EVENT SHALL GUIDEPOINT OR ANY OF ITS AFFILIATES BE LIABLE TO SPONSOR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH, THIS AGREEMENT OR THE EVENT. THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GUIDEPOINT OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2. Indemnity. Sponsor will defend, indemnify, and hold harmless GuidePoint and its affiliates, officers, directors, and employees from any claim, loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of or related to: (i) Sponsor’s negligent acts or omissions; (ii) Sponsor’s breach of the Agreement; (iii) any infringement of a third party’s intellectual property rights by Sponsor’s materials or activities; or (iv) Sponsor’s use of Event attendee data. GuidePoint will promptly notify Sponsor of any claim and cooperate reasonably in its defense.
GENERAL PROVISIONS
7.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Event and subject matter related thereto and supersedes all prior agreements, understandings, and communications, whether written or oral. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. SPONSOR ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION, PROMISE, OR STATEMENT NOT EXPRESSLY SET FORTH IN THIS AGREEMENT IN DECIDING TO BECOME A SPONSOR. Termination or expiration of this Agreement, or the occurrence of the Event shall not relieve either party of any obligation or liability that accrued prior to termination, and the following provisions shall survive: payment obligations, licenses granted to GuidePoint, confidentiality, indemnification, limitations of liability, and any provisions that by their nature are intended to survive.
7.2. Amendments and Waivers. All amendments to or waivers of this Agreement must be in writing and signed by authorized representatives of both parties. No waiver by a party of any provision or right shall constitute a waiver of future enforcement of that or any other provision.
7.3. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Each Party agrees to the exclusive jurisdiction of the state and federal courts of Delaware with respect to any actions for enforcement of or breach of this Agreement. Each Party agrees to waive any right to a jury trial.
7.4. Assignment. Sponsor shall not assign, transfer, or delegate to a third party any rights or obligations under this Agreement without GuidePoint’s prior written consent. Any attempted assignment in violation of this provision is void. GuidePoint may assign this Agreement without Sponsor’s consent.
7.5. Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may enter into agreements or create obligations on the other party’s behalf. Each party is solely responsible for its employees, agents, and applicable taxes, insurance, payments, and laws.
7.6. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.
7.7. Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email, certified mail, or personal delivery to the addresses specified in the Sponsorship Form. Notices to GuidePoint by email must be sent to [email protected]. Notices to Sponsor shall be sent to the details provided in the Sponsorship Form.
