These terms and conditions together with each executed Sponsorship Agreement (collectively, the “Agreement”) govern the respective rights and obligations between You the signatory (“Sponsor”) and GuidePoint Security LLC, with offices at 2201 Cooperative Way, Suite 225, Herndon, VA 20171(“Organizer”).
1. Definitions
“Event” means the event described and listed in the Sponsorship Agreement;
“Sponsorship Fees” means the fees payable by the Sponsor under the Sponsorship Agreement in order to sponsor the Event; hereinafter also referred to as “Fees”;
“Organizer Branding” means such branding and trademarks as may be provided by the Organizer to the Sponsor for use by the Sponsor in connection with the Event;
“Sponsor” means the signatory person, firm or company whose details are specified in the Sponsorship Agreement;
“Sponsorship Agreement” means the agreement to be completed and signed by the Sponsor in order to become the Event Sponsor;
“Sponsor Branding” means such branding as may be provided by the Sponsor to the Organizer in connection with the Event;
“Venue” means the venue, either in-person or virtual, at which the Event is held, as set out on the Sponsorship Agreement or otherwise notified by the Organizer to the Sponsor in writing.
2. Application and agreement
The Organizer may, at its absolute discretion, accept or refuse the Sponsor’s application for sponsorship made by submission of a signed Sponsorship Agreement. The Sponsor acknowledges and agrees that the Sponsorship Agreement is a binding contract once it is signed by the Sponsor. In the event of conflict between the various documents forming this agreement between the parties the following order of priority shall apply: (i) The Sponsorship agreement; followed by (ii) these terms and conditions.
3. Sponsorship Fees and Payment Terms
The Sponsor agrees to pay the Sponsorship Fees in accordance with the amounts and payment terms set out in the Sponsorship Agreement. Unless otherwise agreed by the parties and stated in the Sponsorship Agreement, Sponsorship Fees shall be paid by the Sponsor within 30 days of the invoice date for such Fees. If a shorter payment period for payment of Fees (or part of them) is agreed by the Sponsor and recorded in the Sponsorship Agreement, such shorter period shall apply. Time shall be of the essence regarding payment of Fees. Sponsor acknowledges that Organizer is entering into non-refundable agreements of its own based on this documentation and has no flexibility to cancel commitments once made. Consequently, Sponsor agrees that this is a binding, non-refundable, non-cancelable Agreement. Instructions for payment will be indicated on all invoices which will be issued to the Sponsor by the Organizer. In the event of Bank transfer payments, all bank charges payable on transfers will be borne by the Sponsor. If any amounts payable under this Agreement are not paid to the Organizer by their due date for payment, then the Organizer shall be entitled to charge interest on such sum from the due date for payment at the maximum legal rate per annum on all late payments post due date as per the invoice.
4. Postponement and Cancellation by the Organizer
The Organizer shall be relieved of its obligations under this Agreement in the event that the holding of the Event by the Organizer, the performance by the Organizer of any of its material obligations under this Agreement and/or the attendance at the Event by the Sponsors and/or any other Sponsor and/or any participants is impossible, illegal or substantially or materially interfered with or delayed, due to any cause or causes beyond the reasonable control of the Organizer or the providers of the Venue (in-person or virtual) including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, risk to public health, accident to or breakdown of plant or machinery or technology, denial of service attacks, power outages, acts or omissions of carriers, third-party local exchange and long-distance carriers, utilities, internet service providers, transmitters, vandals, or hackers, shortage of any material, labor, transport, electricity or other supply, regulatory intervention, general advice or recommendation of any government (including any government agency or department), regulatory authority or international agency against travel, events and/or public gatherings, or the Venue becomes unavailable and/or unfit for occupancy and/or use (“force majeure”).
In the event of force majeure, the Organizer may cancel, amend the date of the Event or change the Venue (which may include the platform hosting the Event virtually) or otherwise alter the Event. Should the Event be cancelled, curtailed or adversely affected by any cause not within the reasonable control of the Organizer including but not limited to any of the force majeure events as identified in the preceding paragraph, the Organizer shall be under no obligation to refund all or part of the sums paid by the Sponsor in respect of his participation in the Event. Organizer will invoice for Sponsorship fees regardless if one of these events occurs unless Organizer is released from its financial responsibility to the Venue. The Organizer shall be under no liability to the Sponsor or any other person in respect of any actions, proceedings, claims, demands, losses (including consequential losses), costs or expenses whatsoever which may be brought against or suffered or incurred by the Sponsor as the result thereof.
5. Event venue, date, time and layout
The Organizer reserves the rights to determine, and if it deems necessary, alter at its sole discretion, in each case without liability: (i) The location, type and/or size of the Venue; (ii) The timings for the Event; (iii) The term or duration of the Event; (iv) The date or dates on which the Event is to be held; (v) The layout of the Event generally; (vi) The format of the Event; (vii) The content of the Event; (viii) admittance and exit to and from the Event; and (ix) Any and all other technical or administrative details in respect of the Event.
The Organizer will use reasonable endeavors to notify the Sponsor of any changes or alterations to the Event as a whole which materially and detrimentally impact on the Sponsor’s rights under this Agreement. The Sponsor acknowledges and agrees that such changes and alterations may be required to be made by the Organizer to benefit and safeguard the value of the Event as a whole.
6. Use of branding
6.1 Subject to the Sponsor complying with the provisions of this Agreement, the Organizer hereby grants the Sponsor a non-exclusive, non-transferable, royalty-free, revocable, limited license for the period of time between the date of the Agreement and the end of the Event, to use the Organizer Branding solely and strictly for the purpose of reasonably promoting, marketing and advertising its participation in the Event.
6.2 Subject to the Organizer complying with the provisions of this Agreement, the Sponsor hereby grants the Organizer a non-exclusive, non-transferable, royalty-free, revocable, worldwide license, to use the Sponsor Branding solely and strictly for the purpose of promoting, marketing and advertising the Event and the Sponsor’s involvement in the Event.
Information supplied to the Organizer may be used for publication (where the Sponsor provides details for inclusion in the Event directory or catalogue and website) as well as to provide the Sponsor with services.
7. Confidentiality
Neither party shall use, copy, adapt, alter, disclose or part with possession of any information or data of the other party which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement and which is of a confidential nature (“Confidential Information”) except as strictly necessary to perform its obligations or exercise its rights under this Agreement provided that this provision shall not apply to Confidential Information: (i) Which the receiving party is able to prove was already in its possession at the date it was received or obtained or which the receiving party obtains from some other person with good legal title to the same or which is independently developed by or for the receiving party; or (ii) Which comes into the public domain otherwise than through the default or negligence of the receiving party; or (iii) Which the receiving party is required to disclose by law or applicable regulatory authority. In all cases each party shall inform the other party immediately upon becoming aware or suspecting that an unauthorized person has become aware of Confidential Information, or that an unauthorized disclosure of Confidential Information has been made. Each party shall ensure that its personnel, sub-contractors and agents who have, or may have, access to the Confidential Information are bound by an undertaking in substantially the same terms as this Clause 7. The provisions of this Clause 7 shall continue in force not withstanding termination or expiry of this Agreement.
7.1 Permitted uses of Attendee Contact List
Organizer may collect Personal Information from event attendees, including name, email address, company name, and job title (“Attendee Contact List”), for the purpose of marketing and promoting the Event. “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
Organizer will be responsible for providing point of collection privacy notices and obtaining any necessary consents from attendees to share their Personal Information with Sponsor in accordance with applicable laws. Organizer may share Attendee Contact List with Sponsor for the specific and limited purpose of Sponsor marketing Sponsor’s services to Event attendees, and for no other purpose. Sponsor may not disclose Personal Information of an attendee on the Attendee Contact List with any third parties unless: (1) such third parties are providing services on behalf of Sponsor as a service provider; (2) such service provider’s use of the Personal Information is limited under contract to the specific purposes for which the information was shared with the Sponsor’s service provider(s); and (3) such purposes for disclosure align with the terms of this Agreement.
If Sponsor believes it will be unable to comply with applicable privacy and data protection laws, Sponsor will promptly notify Organizer. Without limiting the foregoing, Sponsor will grant Organizer the right to take reasonable and appropriate steps: (i) to help ensure that Sponsor uses Personal Information transferred in a manner consistent with Organizer’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.
For avoidance of doubt, Organizer and Sponsor shall comply with all applicable privacy and data protection laws in the processing of the Personal Information provided by Organizer through the sharing of the Attendee Contact List, and Sponsor shall provide the same level of privacy protection as is required by Organizer under applicable privacy and data protection laws, including the California Consumer Protection Act (CCPA).
8. Data Subject Rights and Reasonable Cooperation
Sponsor will provide reasonable support and assistance as necessary to enable Organizer to comply with its obligations under applicable privacy and data protection laws, as set forth in this Section 8.
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 Information (e.g., opt out, correction, access, and deletion requests) where Organizer has forwarded such request to Sponsor.
9. Security
Sponsor shall implement reasonable security procedures and practices appropriate to the nature of the Personal Information to protect the Personal Information from unauthorized or illegal access, destruction, use, modification, or disclosure.
10. Personal Information Protection
During the Term of this Agreement and if applicable, in connection with any processing of Personal Information which it receives under this Agreement, each party shall (i) comply with all privacy or data protection laws applicable in the state, country, or countries where Personal Information is collected or held or otherwise processed (collectively, the “Data Protection Laws”), and (ii) implement industry accepted technical and organizational security procedures and measures to preserve the security and confidentiality of the Personal Information received under this Agreement.
Neither party shall take any action which a reasonable person would know may cause or otherwise result in a violation of the Data Protection Laws. Each party agrees to obtain all necessary consents under the Data Protection Laws and will not pass Personal Information to third-parties without prior notification to the data subject. Each party shall defend and indemnify the other party from and against all claims, actions, liabilities, losses, damages, and expenses (including reasonable legal expenses) which arise, directly or indirectly, out of or in connection with the indemnifying party’s data processing activities under or in connection with this Agreement.
11. Warranties
Sponsor warrants and represents that it has full power and authority to enter into and perform this Agreement and that the person signing this Agreement on Sponsor’s behalf has been duly authorized and empowered to enter into this Agreement.
12. Risk allocation
Neither the Organizer nor any of its respective agents shall be liable to the Sponsor under this Agreement in contract, tort (including negligence) or otherwise for any loss of profits (whether direct or indirect), revenue, goods, use, anticipated savings, goodwill, reputation or business opportunity or for any indirect, incidental special or consequential loss arising under this Agreement (whether or not reasonably foreseeable and even if it had been advised of the other incurring the same).The Organizer’s total liability in contract, tort (including negligence) or otherwise arising in connection with this Agreement shall be limited to the total Fees paid by the Sponsor for the relevant Event in connection with which such liability arises. Organizer hereby disclaims all warranties, statutory, express or implied, to the fullest extent permitted by law.
The Sponsor shall on demand indemnify and keep indemnified the Organizer against all costs, claims, demands, proceedings and losses whatsoever made against or incurred by the Organizer, its employees, agents or contractors as a result of any claims arising out of Sponsor’s liability for death or personal injury as a result of its negligence, fraud or fraudulent misrepresentation or any liability that cannot be excluded by law by the Sponsor, its agents, contractors or employees.
13. Governing law and jurisdiction
These terms and conditions will be governed by the laws of the Commonwealth of Virginia and applicable federal laws and disputes under or in connection with them shall be subject to the non-exclusive jurisdiction of the courts of Northern Virginia.
14. General
This Agreement and its exhibits contain the entire agreement between the Parties with respect to the subject matter hereof. All amendments to or waivers of this Agreement must be in writing signed by all the Parties. The Sponsor shall not be entitled to assign, transfer or delegate to a third party, any rights or obligations of the Sponsor arising under this Agreement. Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing and may be given either personally or by email or by facsimile transmission or by post. Notices to the Organizer by email must be sent to [email protected]. Any notices served on the Sponsor to the details provided by the Sponsor at the time of executing the Agreement shall be deemed as correctly notified. The Organizer reserves the right to set off any indebtedness of the Sponsor to the Organizer against any indebtedness of the Organizer to the Sponsor. No waiver by a party of any provisions of this Agreement or any of its rights under this Agreement shall have effect unless given in writing and signed by authorized representative of such party. Each Party is an independent contractor and not an agent, partner or joint venture with any of the other Parties and will not represent itself as one. No Party may enter into any agreement or create any obligation or liability on another Party’s behalf. Each Party is solely responsible for its employees and agents and applicable taxes, insurance, payments and laws. If any portion of these Terms is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of these Terms will remain in full force and effect. Notwithstanding any other provision of this Agreement, the Organizer reserves the right to issue supplementary regulations or instructions in addition to those in this Agreement to ensure smooth management of the Event. Any additional written regulations or instructions shall be deemed to form part of these terms and conditions and shall be binding on the Sponsor.
