1) Acceptance by DataStax
Exhibitor’s participation in the Event is subject to DataStax’s approval. No contract is created until this Agreement is executed by DataStax. DataStax may withdraw its acceptance at any time by refunding the Total Sponsorship Fee paid if DataStax, in its sole discretion, determines that Exhibitor or its product is ineligible. DataStax makes no warranties regarding the number of persons who will attend the Event. Event dates, hours, and venues may be modified. Exhibitor shall be notified in writing of any such modification.
2) Assignment and Use of Space
a) Benefits and License Grant. DataStax will provide exhibit space (the “Space”) at the Event for Exhibitor to display its qualified products and services (the “Sponsorship”). The Total Sponsorship Fee includes use of the Space and any other benefits as specified in the sponsorships brochure. Exhibitor grants to DataStax the right to use Exhibitor’s name, logo, and employees in connection with the promotion and production of the Event.
b) Space Assignment, Use, Installation, Occupancy, and Dismantling. The location and amount of Space provided to Exhibitor will be determined by DataStax. The space is for Exhibitor’s use only, and Exhibitor may not assign or sublease any portion of the Space or Sponsorship (including to an affiliated company) without DataStax’s prior written consent. Exhibitor’s activities must be confined within the Space, and must be in support of products or services identified in this Agreement and directly related to Exhibitor’s normal business activities. DataStax may refuse permission to exhibit any products or services DataStax deems objectionable, unsuitable or inconsistent with the goals of the Event. At the Event, Exhibitor may not exchange goods or money without DataStax’s prior written consent, and Exhibitor may not assist any other party in soliciting business without DataStax’s prior consent.
c) Own Risk. Exhibitor has sole responsibility for any loss of its equipment or proprietary information, or any other loss, including any subrogation claims by its insurer. Persons visiting, viewing, or otherwise participating in Exhibitor’s Space are deemed the invitees or licensees of Exhibitor and are not the invitees or licensees of DataStax.
d) Third Party Contractors. DataStax may require Exhibitor to use designated third-party contractors to provide certain services.
3) Compliance With Laws and Rules
a) Laws and Rules. Exhibitor must comply with all applicable laws, regulations, ordinances in connection with its participation in the Event, including but not limited to rules of the venue and any relevant labor union, construction of the Exhibit in compliance with the Americans With Disabilities Act or its local equivalent (e.g., the California Fair Employment and Housing Act), and the terms, conditions, and rules issued by DataStax from time to time in connection with the Event.
b) Third-Party Proprietary Rights. Exhibitor agrees that it will not infringe or violate any proprietary rights of third parties in connection with its participation in the Event, including but not limited to the performance, distribution, or posting of copyrighted material without a license, assignment, or other legally effective permission.
c) Taxes and Licenses. Exhibitor is solely responsible for obtaining any licenses and permits, and payments of all taxes (including sales and use taxes), license fees, or other charges applicable to its participation in the Event, including taxes collected by DataStax.
4) Cancellation or Termination
a) Cancellation. DataStax may cancel all or any part of the Event for any reason beyond its reasonable control, including but not limited to natural or public disaster, wartime, acts of God, acts of terrorism, venue construction, insufficient participation, market fluctuations, government regulation, or similar reasons, in which case DataStax will refund to Exhibitor any space fees already paid to DataStax that have not yet been expended on behalf of Exhibitor, after which Exhibitor will have no further recourse against DataStax.
b) Termination. DataStax may take possession of the Space and terminate Exhibitor’s participation in the Event upon Exhibitor’s failure to meet any obligations under this Agreement, including but not limited to Exhibitor’s failure to: (a) pay for the Space or related services, (b) set up its Exhibit, (c) maintain all exhibited products in good working order, (d) staff the Space fully and in a timely manner, or (e) meet DataStax’s standards of conduct (including, but not limited to, engaging in violent, illegal, threatening, or discriminatory conduct).
Company’s payment is due upon the earlier of (i) thirty (30) days from date this Agreement is signed by Exhibitor or (ii) immediately if this Agreement is signed by Exhibitor within thirty (30) days from the start of publicly stated Event dates. DataStax reserves the right to decline or terminate this Agreement if payment is not received within the parameters stated above. All payments to DataStax are deemed fully earned and non-refundable when due. The amounts due from Exhibitor under this Agreement as of the effective date of any termination belong to DataStax and represent an agreed measure of compensation, and are not to be deemed or construed as a forfeiture or penalty.
6) DataStax Materials
All methodologies and planning materials distributed to Exhibitor by or on behalf of DataStax related to the planning or execution of the Event (“DataStax Materials”) are owned exclusively by and are confidential information of DataStax. DataStax grants to Exhibitor a nontransferable, nonexclusive license, on an “AS IS” basis to use such DataStax Materials solely in connection with Exhibitor’s participation in the Event. Upon completion of the Event or earlier termination of this Agreement, Exhibitor must promptly return DataStax Materials to DataStax upon DataStax’s written request. Exhibitor may use, but may not sell, lists of Event exhibitors or attendees without DataStax’s prior written permission.
7) Limitation of Liability; Indemnity
The provisions of this Clause 7 that exclude and/or limit liability shall not apply to the extent that such liability cannot lawfully be limited or excluded.
a) Under no circumstances will DataStax, its affiliated entities and individuals, or the venue of the Event and its affiliated entities and individuals (the “Event Providers”) be liable for lost profits or other special, punitive, indirect, incidental, consequential, or exemplary damages for any of their acts or omissions in connection with the Event, whether or not such Event Provider has been apprised of the possibility of such damages or lost profits. In no event will DataStax’s liability hereunder, or otherwise in connection with the Event, exceed the amount actually paid to it by Exhibitor for the Space. DataStax is not liable for any errors in any listing or descriptions or for omitting Exhibitor from the Event show guide or other materials.
b) None of the Event providers are liable to Exhibitor for any damage, loss, harm, or injury to the person, property, or business of Exhibitor, or any of its visitors, officers, agents, employees, or other representatives, resulting from theft, fire, earthquake, water, unavailability of the Property or intermediate staging facilities, insufficient participation, accident, or any other reason in connection with the Event or any planning meetings, demonstrations, or stagings, except to the extent such liability arises directly from the willful misconduct of the Event Providers.
c) Exhibitor agrees to defend, indemnify, and hold harmless the Event Providers and those lawfully in the Property from and against any claim, loss, liability, or damage suffered due to: (i) Exhibitor’s construction or maintenance of an unsafe Exhibit, (ii) the negligence or misconduct of Exhibitor or its agents, and/or (iii) Exhibitor’s breach of any commitment made hereunder.
d) Exhibitor shall be fully responsible to pay for any and all damages to the Property (listed above) that results from any act or omission of Exhibitor. Exhibitor agrees to defend, indemnify and hold harmless, the owners and operators of the Property and their owners, managers, officers or directors, agents, employees, subsidiaries and affiliates, from any damages or charges resulting from Exhibitor’s use of the Property. Exhibitor’s liability shall include all losses, costs, damages, or expenses arising from or out of or by reason of any accident or bodily injury or other occurrences to any person or persons, including the Exhibitor, its agents, employees, and business invitees which arise from or out of the Exhibitor’s occupancy and use of the exhibition premises, the Property meeting spaces or any part thereof.
Exhibitor acknowledges that the Event may be recorded or reproduced, and hereby authorizes DataStax and its designees to record, transcribe, modify, reproduce, perform, display, transmit and distribute in any form and for any purpose any such recording of the Event, and agrees to execute any additional release presented by DataStax, its licensees, or permittees, in connection with such activity. Exhibitor hereby releases DataStax and its designees from and waives all claims it or its employees or agents may possess, now or in the future, in connection with such activities, and specifically waives any statutory restriction on waivers of future claims or moral rights.
9) Personal Data
In relation to the collection, receipt and processing of any personal data by the Exhibitor obtained pursuant to its Sponsorship or role as an Exhibitor at the Event, Exhibitor shall: (1) comply with all applicable laws and regulations when collecting and processing the data, especially, without limitation all applicable data protection and marketing laws and/or regulations; and (2) shall defend, indemnify and hold DataStax, its officers, directors, employees, contractors and agents harmless from and against any and all third party claims, demands, losses, damages, fines or expenses (including reasonable attorneys’ fees and court costs) arising from or in connection with any failure to comply with the requirements in this paragraph or any other misuse of personal data collected, received or processed in connection with the Event.
This Agreement will constitute the entire agreement between Exhibitor and DataStax concerning its subject matter, and may only be modified in a writing signed by the parties. DataStax’s rights under this Agreement are not deemed waived except as specifically stated in writing and signed by an authorized representative of DataStax. If any term of this Agreement is declared invalid or unenforceable, the remainder continues in full force and effect. DataStax may assign this Agreement or its rights or responsibilities hereunder to any other party. Any action arising out of this Agreement or the Event must be brought in the State of California and governed by the laws of the State of California, excluding its conflict of law rules. Company hereby consents to the jurisdiction of such courts. DataStax is entitled to recover reasonable attorneys’ fees and costs in any action to enforce this Agreement. Exhibitor may not assign this Agreement to any other party, including a successor in interest in the event of a merger or sale of assets, without the prior written consent of DataStax, in which circumstance Exhibitor must guarantee performance of the assigned obligations. This Agreement is binding upon the heirs, successors, and permitted assigns of Exhibitor.