Sponsor Terms
Event Sponsorship Terms & Conditions
Thank you for choosing to sponsor Consumer Summit (the “Event”). As an event sponsor (“Sponsor”) you agree to be bound by these Event Sponsorship Terms & Conditions (the “Agreement”). This Agreement is effective (“Effective Date”) on the date you accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through submitting an Order Form).
This Agreement is a binding legal agreement between you and Onward Partners, LLC Entity (“Onward”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and Onward are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
The Parties agree as follows:
1. Sponsor Obligations
1.1. Sponsor shall not sublet or share the booth or space assigned to them without prior written approval from Onward.
1.3. Sponsor shall follow Onward’s guidelines for all social media mentions of Onward or Sponsor participation in the Event.
1.4. Sponsors and Sponsor personnel shall abide by any applicable Event Code of Conduct.
1.5. Sponsor’s sponsorship and attendance at the Event is at the Sponsor’s own risk.
1.6. Sponsor guarantees and covenants that Onward has permission to use any material provided to Onward by Sponsor in accordance with this Agreement and any Order Form and Onward’s use thereof in accordance with the Agreement and any Order Form will not infringe, misappropriate, or otherwise violate any right of any third party.
2. Onward Obligations
Subject to all terms and conditions of this Agreement, Onward will provide Sponsor with the benefits and privileges associated with your sponsorship as described in materials provided to you by Onward.
3. Payment
Unless otherwise stated on an Order Form, Sponsor shall pay the fees due to Onward for the sponsorship package and any additional items or add-ons purchased under this Agreement (the “Sponsorship Fees”) immediately upon execution of an Order Form or completion of the Checkout process.
4. Cancellation
4.1. Cancellation notices under this Section 4 must be received in writing by Onward at taunyab@brandless.com.
4.2. If the Sponsor cancels its participation in the Event after the Effective Date, the Sponsor shall pay to Onward the following:
4.3 If greater than thirty (30) days prior to the Event Start Date, then Fifty percent (50%) of the Sponsorship Fee
4.4 If less than thirty (30) days prior to the Event Start Date, then One hundred percent (100%) of the Sponsorship Fee.
4.5. Should Onward elect to cancel the Event, Onward shall, at its sole discretion, either: (a) provide Sponsor with a credit for the amount paid which can be applied towards a different Onward event; or (b) refund the amount paid.
Advance Written Notice Liquidated Damages Amount
4.3 Greater than thirty (30) days prior to the Event Start DateFifty percent (50%) of the Sponsorship FeeLess than thirty (30) days prior to the Event Start DateOne hundred percent (100%) of the Sponsorship Fee
4.4. Upon receipt of cancellation notice, Onward shall have sole discretion to resell any sponsorship item(s) or level(s) forfeited. For the sake of clarity, Onward is not required to mitigate its losses in such an event, and the Liquidated Damages shall remain payable even where Onward is able to resell the sponsorship item(s) or level(s).
4.5. Should Onward elect to cancel the Event, Onward shall, at its sole discretion, either: (a) provide Sponsor with a credit for the amount paid which can be applied towards a different Onward event; or (b) refund the amount paid.
5. License
5.1. Subject to Onward complying with the terms of this Agreement, the Sponsor grants Onward a non-exclusive, non-transferable, royalty-free, revocable, worldwide right and license to use the Sponsor trademark, trade name, proprietary logo or other branding, for the purpose of promoting, marketing and advertising the Event and the Sponsor’s participation in the Event.
5.2. Subject to the Sponsor complying with the terms of this Agreement, Onward grants the Sponsor a non-exclusive, non-transferable, royalty-free, revocable, worldwide right and license for the period of time between the Effective Date and ninety (90) days after the end of the Event, to use the Event trademark, trade name, proprietary logo or other branding, solely for the purpose of reasonably promoting, marketing and advertising its participation in the Event.
6. Intellectual Property
Any and all Event content, including but not limited to photos, videos, slides or papers, are considered property of Onward. Sponsor may post or disseminate photos and video clips up to one minute in length; any video clips exceeding one minute in length and all other materials require prior written approval from Onward.
7. Indemnification
7.1. Sponsor shall indemnify, defend and hold harmless, Onward and its officers, directors, employees, agents, affiliates, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by Onward (collectively, “Losses”), arising out of or related to any third-party claim alleging:
7.1.1. Breach or non-fulfillment of any provision of this Agreement by Sponsor or Sponsor’s personnel;
7.1.2. any negligent or willful act or omission of Sponsor or its personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement;
7.1.3. any bodily injury, death of any person or damage to real or tangible personal property caused by the negligent or willful acts or omissions of Sponsor or its personnel (including any reckless or willful misconduct); or
7.1.4. any failure by Sponsor or its personnel to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under this Agreement.
7.2. Onward shall give notice to Sponsor (a “Claim Notice”) within thirty (30) days after obtaining knowledge of any losses or discovery of facts on which Onward intends to base a request for indemnification. Onward’s failure to provide a Claim Notice to Sponsor does not relieve Sponsor of any liability that Sponsor may have to Onward, but in no event shall Sponsor be liable for any Losses that result directly from a delay in providing a Claim Notice, which delay materially prejudices the defense of the related third-party claim. Sponsor’s duty to defend applies immediately, regardless of whether Onward has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.
7.3. Notwithstanding anything to the contrary in this Agreement, Onward may select its own legal counsel to represent its interests, and Sponsor shall:
7.3.1. Reimburse Onward for its costs and attorneys’ fees immediately upon request as they are incurred;
7.3.2. Remain responsible to Onward for any Losses indemnified under this Agreement; and
7.3.3. Sponsor shall give prompt written notice to Onward of any proposed settlement of a claim that is indemnifiable under this Agreement. Sponsor may not, without Onward’s prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder.
8. Disclaimer of Liability
Onward specifically disclaims liability for any indirect, incidental, special or consequential damages, even if Onward has been advised of the possibility of such damages. In no event shall Onward be liable for any death, injury, loss or damage suffered by any person. Onward is not liable for losses from arising acts or omissions of third parties such as hotel companies, transport operators or technical or mechanical service providers. Onward’s total liability hereunder for any cause, regardless of the form of action, shall be limited to the Sponsorship Fees paid by Sponsor for the Event.
9. Postponement, Force Majeure
10.1. Onward may cancel and/or change the date and/or venue of the Event in the event of causes beyond the reasonable control of Onward, including but not limited to acts of God, war, fire, flood, terrorism, labor disputes, viral outbreaks, and governmental acts including mandated lockdowns or prohibitions on large gatherings (each a “Force Majeure Event”). Onward shall not be liable for any Force Majeure Event and shall have no obligation to refund sums paid by Sponsor in connection with its participation in the Event as a result of any Force Majeure Event.
10.2. If the Sponsor elects to postpone its attendance of any Event due to public health concerns, any amounts paid to Onward under this Agreement will be transferred to sponsorship or registration fees for another Event at Onward’s sole discretion.
10. Waiver and Severability
No waiver of any provision of this Agreement by Onward will be effective unless in writing and signed by Onward. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11. Notices
Any notices provided by Onward under this Agreement may be delivered to you to the email address(es) we have on file for your account. You hereby consent to receive notice from Onward through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to Onward under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to Onward Partners, LLC 2570 W. 600 N., Ste 400, Lindon, UT 84042 and or email legal@brandless.com.
12. Confidentiality, Privacy
13.1. Confidential Information shall mean any information which reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. In the event that Sponsor receives, has access to or is exposed to Onward Confidential Information, Sponsor will not disclose any such Confidential Information to any third party and will not use such Confidential Information for any purpose other than to carry out its obligations under this Agreement. Sponsor will protect any such Confidential Information with no less than reasonable care. Further, Sponsor will promptly notify Onward if it becomes aware of any breach of these confidentiality obligations.
13.2. In the event that Sponsor receives personal information related to the event or event attendees, Sponsor represents and warrants that it shall treat such information as Confidential Information and comply with the Onward Privacy Policy accessible at https://brandless.com/policies/privacy-policy
13. Assignment
The Sponsor may not assign, transfer or delegate to a third party, any of its rights or obligations under this Agreement.
14. Governing Law
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Utah. All actions arising out of or relating to this Agreement will be heard and determined exclusively by the Superior Court of the State of Utah for the County of Utah or the United States District Court for Utah, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
15. Electronic Communications and Signatures
You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
16. Entire Agreement
This Agreement constitutes 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.
This Agreement is a binding legal agreement between you and Onward Partners, LLC Entity (“Onward”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and Onward are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
The Parties agree as follows:
1. Sponsor Obligations
1.1. Sponsor shall not sublet or share the booth or space assigned to them without prior written approval from Onward.
1.3. Sponsor shall follow Onward’s guidelines for all social media mentions of Onward or Sponsor participation in the Event.
1.4. Sponsors and Sponsor personnel shall abide by any applicable Event Code of Conduct.
1.5. Sponsor’s sponsorship and attendance at the Event is at the Sponsor’s own risk.
1.6. Sponsor guarantees and covenants that Onward has permission to use any material provided to Onward by Sponsor in accordance with this Agreement and any Order Form and Onward’s use thereof in accordance with the Agreement and any Order Form will not infringe, misappropriate, or otherwise violate any right of any third party.
2. Onward Obligations
Subject to all terms and conditions of this Agreement, Onward will provide Sponsor with the benefits and privileges associated with your sponsorship as described in materials provided to you by Onward.
3. Payment
Unless otherwise stated on an Order Form, Sponsor shall pay the fees due to Onward for the sponsorship package and any additional items or add-ons purchased under this Agreement (the “Sponsorship Fees”) immediately upon execution of an Order Form or completion of the Checkout process.
4. Cancellation
4.1. Cancellation notices under this Section 4 must be received in writing by Onward at taunyab@brandless.com.
4.2. If the Sponsor cancels its participation in the Event after the Effective Date, the Sponsor shall pay to Onward the following:
4.3 If greater than thirty (30) days prior to the Event Start Date, then Fifty percent (50%) of the Sponsorship Fee
4.4 If less than thirty (30) days prior to the Event Start Date, then One hundred percent (100%) of the Sponsorship Fee.
4.5. Should Onward elect to cancel the Event, Onward shall, at its sole discretion, either: (a) provide Sponsor with a credit for the amount paid which can be applied towards a different Onward event; or (b) refund the amount paid.
Advance Written Notice Liquidated Damages Amount
4.3 Greater than thirty (30) days prior to the Event Start DateFifty percent (50%) of the Sponsorship FeeLess than thirty (30) days prior to the Event Start DateOne hundred percent (100%) of the Sponsorship Fee
4.4. Upon receipt of cancellation notice, Onward shall have sole discretion to resell any sponsorship item(s) or level(s) forfeited. For the sake of clarity, Onward is not required to mitigate its losses in such an event, and the Liquidated Damages shall remain payable even where Onward is able to resell the sponsorship item(s) or level(s).
4.5. Should Onward elect to cancel the Event, Onward shall, at its sole discretion, either: (a) provide Sponsor with a credit for the amount paid which can be applied towards a different Onward event; or (b) refund the amount paid.
5. License
5.1. Subject to Onward complying with the terms of this Agreement, the Sponsor grants Onward a non-exclusive, non-transferable, royalty-free, revocable, worldwide right and license to use the Sponsor trademark, trade name, proprietary logo or other branding, for the purpose of promoting, marketing and advertising the Event and the Sponsor’s participation in the Event.
5.2. Subject to the Sponsor complying with the terms of this Agreement, Onward grants the Sponsor a non-exclusive, non-transferable, royalty-free, revocable, worldwide right and license for the period of time between the Effective Date and ninety (90) days after the end of the Event, to use the Event trademark, trade name, proprietary logo or other branding, solely for the purpose of reasonably promoting, marketing and advertising its participation in the Event.
6. Intellectual Property
Any and all Event content, including but not limited to photos, videos, slides or papers, are considered property of Onward. Sponsor may post or disseminate photos and video clips up to one minute in length; any video clips exceeding one minute in length and all other materials require prior written approval from Onward.
7. Indemnification
7.1. Sponsor shall indemnify, defend and hold harmless, Onward and its officers, directors, employees, agents, affiliates, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by Onward (collectively, “Losses”), arising out of or related to any third-party claim alleging:
7.1.1. Breach or non-fulfillment of any provision of this Agreement by Sponsor or Sponsor’s personnel;
7.1.2. any negligent or willful act or omission of Sponsor or its personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement;
7.1.3. any bodily injury, death of any person or damage to real or tangible personal property caused by the negligent or willful acts or omissions of Sponsor or its personnel (including any reckless or willful misconduct); or
7.1.4. any failure by Sponsor or its personnel to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under this Agreement.
7.2. Onward shall give notice to Sponsor (a “Claim Notice”) within thirty (30) days after obtaining knowledge of any losses or discovery of facts on which Onward intends to base a request for indemnification. Onward’s failure to provide a Claim Notice to Sponsor does not relieve Sponsor of any liability that Sponsor may have to Onward, but in no event shall Sponsor be liable for any Losses that result directly from a delay in providing a Claim Notice, which delay materially prejudices the defense of the related third-party claim. Sponsor’s duty to defend applies immediately, regardless of whether Onward has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.
7.3. Notwithstanding anything to the contrary in this Agreement, Onward may select its own legal counsel to represent its interests, and Sponsor shall:
7.3.1. Reimburse Onward for its costs and attorneys’ fees immediately upon request as they are incurred;
7.3.2. Remain responsible to Onward for any Losses indemnified under this Agreement; and
7.3.3. Sponsor shall give prompt written notice to Onward of any proposed settlement of a claim that is indemnifiable under this Agreement. Sponsor may not, without Onward’s prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder.
8. Disclaimer of Liability
Onward specifically disclaims liability for any indirect, incidental, special or consequential damages, even if Onward has been advised of the possibility of such damages. In no event shall Onward be liable for any death, injury, loss or damage suffered by any person. Onward is not liable for losses from arising acts or omissions of third parties such as hotel companies, transport operators or technical or mechanical service providers. Onward’s total liability hereunder for any cause, regardless of the form of action, shall be limited to the Sponsorship Fees paid by Sponsor for the Event.
9. Postponement, Force Majeure
10.1. Onward may cancel and/or change the date and/or venue of the Event in the event of causes beyond the reasonable control of Onward, including but not limited to acts of God, war, fire, flood, terrorism, labor disputes, viral outbreaks, and governmental acts including mandated lockdowns or prohibitions on large gatherings (each a “Force Majeure Event”). Onward shall not be liable for any Force Majeure Event and shall have no obligation to refund sums paid by Sponsor in connection with its participation in the Event as a result of any Force Majeure Event.
10.2. If the Sponsor elects to postpone its attendance of any Event due to public health concerns, any amounts paid to Onward under this Agreement will be transferred to sponsorship or registration fees for another Event at Onward’s sole discretion.
10. Waiver and Severability
No waiver of any provision of this Agreement by Onward will be effective unless in writing and signed by Onward. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11. Notices
Any notices provided by Onward under this Agreement may be delivered to you to the email address(es) we have on file for your account. You hereby consent to receive notice from Onward through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to Onward under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to Onward Partners, LLC 2570 W. 600 N., Ste 400, Lindon, UT 84042 and or email legal@brandless.com.
12. Confidentiality, Privacy
13.1. Confidential Information shall mean any information which reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. In the event that Sponsor receives, has access to or is exposed to Onward Confidential Information, Sponsor will not disclose any such Confidential Information to any third party and will not use such Confidential Information for any purpose other than to carry out its obligations under this Agreement. Sponsor will protect any such Confidential Information with no less than reasonable care. Further, Sponsor will promptly notify Onward if it becomes aware of any breach of these confidentiality obligations.
13.2. In the event that Sponsor receives personal information related to the event or event attendees, Sponsor represents and warrants that it shall treat such information as Confidential Information and comply with the Onward Privacy Policy accessible at https://brandless.com/policies/privacy-policy
13. Assignment
The Sponsor may not assign, transfer or delegate to a third party, any of its rights or obligations under this Agreement.
14. Governing Law
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Utah. All actions arising out of or relating to this Agreement will be heard and determined exclusively by the Superior Court of the State of Utah for the County of Utah or the United States District Court for Utah, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
15. Electronic Communications and Signatures
You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
16. Entire Agreement
This Agreement constitutes 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.