Guru Conference Sponsorship Terms + Conditions

These terms and conditions (these “Terms”) apply to the sponsorship arrangement in connection with the Event as agreed to in the applicable order form (the “Order Form”) between Organizer and Sponsor, and are effective upon the date set forth in the Order Form. Capitalized terms used in these Terms and not defined have the meaning set forth in the Order Form. These Terms and the Order Form are collectively referred to as this “Agreement.”

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Sponsorship Arrangement. In connection with the Event, Organizer will provide Sponsor the Sponsorship Benefits as set forth on the Order Form. Organizer shall plan, market, promote, produce, and manage the Event in such manner, format, scope, timing, and location as Organizer may determine in its sole discretion. Organizer may, in its sole discretion, reschedule, reformat, shorten, extend, or otherwise modify the Event, in each case without being in breach of this Agreement and without any obligation to refund any portion of the Sponsorship Fee.
2. Sponsor Obligations; Payment. Sponsor shall pay Organizer the Sponsorship Fee set forth on the Order Form in consideration for Organizer’s provision of the Sponsorship Benefits set forth on the Order Form. The Sponsorship Fee will be paid in accordance with the terms set forth on the Order Form and, under all circumstances, all amounts due must be paid in full prior to the Event. The Sponsorship Fee is non-cancellable and non-refundable under any circumstances. In addition to its payment obligations, Sponsor will perform any other obligations set forth on the Order Form.
3. License Grants
   1. Sponsor hereby grants Organizer, and Organizer hereby accepts, a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right and license to use the Sponsor’s logos, trademarks, service marks, trade names, and company descriptions (“Sponsor’s Marks”) solely in connection with the promotion of the Event, as necessary to provide the Sponsorship Benefits to Sponsor, or in connection with the promotion of future Organizer Guru events.
   2. Organizer hereby grants Sponsor, and Sponsor hereby accepts, a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right and license to use Organizer’s logos, trademarks, service marks, trade names, and company descriptions (“Organizer’s Marks”) during the Term in (i) its advertising, marketing, and promotional materials in all formats and media, including on its website, mobile apps, and social marketing pages on third-party websites and mobile apps, to identify and promote its association with and status in connection with the Event; and/or (ii) on any materials that Sponsor is obligated or otherwise permitted to create and distribute as set forth on the Order Form.
4. Term. The term of this Agreement commences as of the Effective Date set forth on the Order Form and, unless terminated earlier pursuant to these Terms or as set forth in the Order Form, will continue in effect until completion of the Event (the “Term”).
5. Termination.
   1. Organizer party may terminate this Agreement, immediately upon written notice to the other party if (i) the Sponsor materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30-days after the Organizer provides the Sponsor with written notice thereof.
   2. On each expiration or earlier termination of these Terms all licenses granted by Organizer hereunder will also terminate and Sponsor shall immediately cease using the other Organizer’s Marks for any new purposes or uses, but nothing will require Sponsor from taking down or removing content created in compliance with these Terms from its owned channels that were created during the Term.
   3. The provisions set forth in the following Sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of these Terms, will survive any such expiration or termination, including, without limitation, Sections 4-13.
6. Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ORGANIZER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ORGANIZER DOES NOT WARRANT OR REPRESENT THAT THE EVENT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. FURTHERMORE, ORGANIZER DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, MATERIALS, OR SERVICES PROVIDED AT OR IN CONNECTION WITH THE EVENT. ORGANIZER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT IT HAS OBTAINED APPROPRIATE CONSENTS UNDER APPLICABLE LAWS FOR SPONSOR TO CONTACT ANY OTHER SPONSORS OR EVENT ATTENDEES OF THE EVENT. SPONSOR ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS RELATED TO ITS COMMUNICATIONS WITH ANY EVENT ATTENDEES
7. Indemnification; Limitation of Liability.
   1. Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable attorneys' fees, resulting from any claim, suit, action, or proceeding brought by a third party against the other party arising out of any claim that a party’s authorized use of the other party’s logos, trademarks, service marks, trade names, and company descriptions in accordance with this Agreement infringes, misappropriates, or otherwise violates such third party's intellectual property rights.
   2. EXCEPT FOR (1) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 11, (2) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (3) SPONSOR'S OBLIGATION TO PAY ANY AMOUNTS DUE UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE SPONSORSHIP FEE ACTUALLY PAID BY SPONSOR TO ORGANIZER UNDER THIS AGREEMENT. IN NO EVENT WILL ORGANIZER BE LIABLE TO SPONSOR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, OR LOSS OF OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EVENT, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR ORGANIZER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Confidentiality. In connection with this Agreement, each party (for purposes of this , the “Disclosing Party”) may disclose or make available non-public, confidential, and/or proprietary information (whether oral, written or otherwise) (“Confidential Information”) to the other party (the “Receiving Party”). The Receiving Party shall not (i) access or use the Disclosing Party's Confidential Information other than as necessary to exercise its rights or perform its obligations under this Agreement, (ii) use the Disclosing Party's Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to obtain any competitive benefit with respect to the Disclosing Party, or (iii) disclose or permit access to Confidential Information other than to its Representatives who: (A) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (B) are bound to written confidentiality restrictions at least as strict as those set forth herein. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own Confidential Information, and in no event less than a reasonable degree of care. The Disclosing Party is responsible for ensuring its Representatives’ compliance with, and shall be liable for any breach by its Representatives of, this.
9. Force Majeure. Organizer will not be liable or responsible to Sponsor, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any event beyond Organizer’s reasonable control, including, without limitation, acts of God, flood, government orders, pandemics, epidemics, fire, or explosion, war, terrorism, invasion, riot, or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns, or other industrial disturbances, passage of law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, or telecommunications facilities, internet, power or network outages or failures (each of the foregoing, a “Force Majeure”), in each case, provided that if a Force Majeure event affects the Event or any Sponsorship Benefits, Organizer may, in its sole discretion, postpone, reschedule, relocate, and/or convert the Event (in whole or in part), and provide substantially comparable Sponsorship Benefits (as reasonably determined by Organizer) in connection with such modified Event, and Sponsor shall have no right to terminate this Agreement or to any refund, rebate, or credit of the Sponsorship Fee as a result thereof.
10. Notices. All notices and other communications hereunder must be in writing and addressed to the parties as set forth below (or as otherwise specified by a party in a notice given in accordance with this Section. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) on the day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

    If to Sponsor: As set forth on the Order Form
    If to Organizer: 890 Winter Street, Waltham, MA 02451
    Email: legalnotices@constantcontact.com
    Attention: General Counsel

11. Publicity. Sponsor shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, the Event, or the parties’ relationship hereunder, or use Organizer’s Marks in any publicity or marketing materials, except as expressly permitted under this Agreement or with the prior written consent of Organizer in each instance. For clarity, Organizer shall have the right, in its sole discretion, to determine whether, when, and how any publicity regarding the Event and the sponsorship is made.
12. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the city of Wilmington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
13. Miscellaneous. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. These Terms, together with the Order Form, constitute the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Sponsor may not assign or otherwise transfer any of its rights, or delegate any of its obligations, under this Agreement without the prior written consent of Organizer. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.