SPONSOR TERMS & CONDITIONS

All CONNECT 2020 sponsors and exhibitors must agree to the below Terms & Conditions as part of the Conference registration process.

The following Terms and Conditions apply to all sponsors/exhibitors attending CMiC Connect 2020 (“Connect 2020”), which is put on by Computer Methods International Corp. (“CMiC”):

Computer Methods International Corporation. (“CMiC”) and the company listed on the applicable insertion Order(s) as the sponsor of the Event(s) (“Sponsor”) each agree that CMiC will provide to Sponsor the services detailed in the Sponsorship Agreement (as defined below) in connection with the purchase of the sponsorship package selected on such Insertion Order(s) (“Sponsorship”) at a CMiC conference, seminar or custom event (“Event”) pursuant to the terms of the Sponsorship Agreement.

For purposes hereof, “Sponsorship Agreement” shall be defined as (i) the Insertion Order executed and delivered by Sponsor which references these Event Sponsorship Terms and Conditions and (ii) these Terms and Conditions. In the event of a conflict or inconsistency between the Insertion Order and these Terms and Conditions, the latter shall take precedence and govern.

  1. Payment Terms.

Sponsor shall pay the Sponsorship Fee set forth on the Insertion Order to CMiC ten (10) days prior to the commencement of the Event. Notwithstanding the foregoing, Connect 2020 Sponsorships will be billed in full upon execution of the Insertion Order. Payment is due no later than 30 days from the date of invoice. All payments are non-refundable. Sponsor will not be permitted to set up its booth in the virtual event platform unless the Sponsorship Fee has been paid in full. CMiC reserves the right to hold Sponsor responsible for all monies due and payable under the Sponsorship Agreement, as well as all costs of collection, including reasonable attorneys’ fees. In the event that Sponsor fails to meet the payment schedule, CMiC may terminate the Sponsorship Agreement, in which case Sponsor will forfeiture all payments made without waiving CMiC’s right to be paid the liquidated damages set forth below.

  1. Cancellation Clause.

(a) Written notice is required to be received by CMiC for all cancellations related to Sponsorships.
Sponsor agrees that, should it cancel its Sponsorship for any reason, CMiC will suffer damages and Sponsor will pay the following to CMiC as liquidated damages and not a penalty.

  • Cancellation up to 30 days prior to the Event
    — 50% of the Sponsorship/Exhibition Fee

CMiC subsequent reassignment of a cancelled Sponsorship does not relieve Sponsor of the obligation to pay the liquidated damages stated above. All liquidated damages are due within 30 days of CMiC receiving the written cancellation notice. If Sponsor does not notify CMiC of cancellation and fails to set up its booth by the commencement of the Event, CMiC will deem that Sponsor has cancelled its Sponsorship and Sponsor will be responsible for the full Sponsorship Fee. Sponsor acknowledges that liquidated damages may not be applied towards other products and services offered by CMiC.

(b) If Sponsor received pricing discounts as a result of contracting to sponsor multiple CMiC Events, Sponsor will be obligated to refund to CMiC any additional discounts received if Sponsor should cancel or modify any or all of the related events. The refund amount due to CMiC will be calculated by and included in any cancellation fees or liquidated damages due to, CMiC. CMiC will not consider notice of cancellation valid until payment of the cancellation fees and liquidated damages is received; therefore, delay in receipt of payment may result in additional amounts owed by Sponsor to CMiC.

(c) If CMiC changes the Event date or location, or cancels the Event in its entirety, any of which CMiC may do in its sole discretion, CMiC’s sole responsibility and entire liability to Sponsor shall be to (a) in the case of CMiC’s cancellation of the Event, issue a credit to Sponsor in the amount of the applicable prepaid Sponsorship Fee, which shall be used towards Sponsor’s purchase of additional programs, whether such programs may be comprised of online or Event offerings, during the then-current CMiC fiscal year, or (b) in the case of changes to the Event dates or location, notify the Sponsor of such changes and, in the event that Sponsor cannot attend the rescheduled or relocated event, issue a credit to Sponsor in the amount of the applicable Sponsorship Fee, which may be used towards the purchase of additional CMiC programs, whether such programs may be comprised of online or event offerings, during the then-current CMiC fiscal year.

  1. Sponsor Limitations

Sponsor acknowledges and agrees that partners or resellers are not permitted to have a branded
presence in Sponsor’s virtual booth. Sponsor expressly agrees not to sponsor, organize or manage any entertainment, meetings, tours, special events, hospitality suite functions, private functions other activity during the Event hours that may be reasonably anticipated to have an adverse effect on attendance at the Event unless previously approved in writing by CMiC. CMiC reserves the right to control the full planning and execution of the virtual events platform. In the event that Sponsor does not comply with any stated event rules, guidelines and deadlines, CMiC reserves the right to revoke, cancel or deny Sponsor’s right to exhibit at the Event and any future CMiC events and this Sponsorship Agreement shall be deemed to be canceled by
Sponsor.

  1. Database Release Clause. Sponsor acknowledges that:

(i) CMiC may provide to Sponsor an electronic database comprised of the demographic information provided by each of the Event delegates’ (“Delegate Demographic Database”), which will include the attendee information corresponding to the Sponsor’s sponsorship level for the Event. (ii) CMiC has compiled the Delegate Demographic Database based on its internal screening and approval process, however, both parties acknowledge that each delegate provides their own information, as a result of which CMiC is not responsible for any inaccuracies in the Delegate Demographic Database; (iii) In consideration for CMiC providing the Delegate Demographic Database to Sponsor as part of the Sponsorship Fee, Sponsor accepts the Delegate Demographic Database subject to the following conditions:

(a) the content of the Delegate Demographic Database may be used by Sponsor solely for its own
internal marketing purposes; and

(b) It will not disclose any of the content of the Delegate Demographic Database to any third party including, without limitation, its channel partners, resellers, distributors, integrators,
independent sales representatives or independent software vendors.

  1. Confidentiality Clause.

Sponsor agrees to keep the pricing, terms, conditions and contents of this Sponsorship Agreement (“Confidential Information”) confidential and will not (i) publicize or disclose the Confidential Information to any third party without the prior written consent of CMiC or (ii) use such Confidential Information other than in connection with its sponsorship of the Event (which permitted activities may include reasonable and industry standard practices associated with the Sponsor’s marketing or promotion of the Event). Further, Sponsor agrees that any press releases it may issue or authorize regarding Sponsor’s involvement with the Event must receive written approval from CMiC prior to release.

  1. Liability of Sponsor

(a) Sponsor’s Property. Sponsor acknowledges that (i) it is solely responsible for any demonstration materials and products used in connection with the Virtual Event Platform and for insuring its property from all loss or damage and (ii) all of its property is deemed to be in its care, custody and control in transit to and from, or within the confines of, the virtual event platform (6CONNEX). Sponsor agrees not to make any claims against CMiC, if applicable, for loss, theft, damage, or destruction of property, or injury, including death, to itself, its employees, agents or representatives, unless caused solely by the gross negligence or willful misconduct of CMiC.

(b) Property of Others. Sponsor acknowledges that it is solely liable for any damage caused by its employees, agents or equipment to building floors, walls, or columns, or to standard booth equipment, or to other property belonging to the Event site or other Event participants or attendees, including, without limitation any injury or damage resulting from Sponsor’s failure to comply with any of the Event Rules and Regulations.

(c) Indemnification. Sponsor agrees to indemnify, defend and hold harmless CMiC and the Event site, and each of its respective directors, officers, employees and agents, from and against all claims, losses, expenses, liabilities and damages arising out of, or relating to, any breach of this Sponsorship Agreement by Sponsor or the negligence or willful misconduct of Sponsor, its employees, agents or representatives in performing this Sponsorship Agreement or otherwise in connection with the Event, including in connection with Sponsor’s installation, removal, maintenance, occupancy or use of the Event site or a part thereof, excluding any liability caused solely by the gross negligence or willful misconduct of CMiC, the Event Site or their respective employees and agents.

  1. Limitation of Liability

CMiC’s entire liability to Sponsor arising out of, or relating to, this Sponsorship Agreement shall be limited to the fees paid hereunder. In no event shall CMiC be liable to Sponsor for any consequential, incidental, special, reliance or indirect damages arising out of or relating to the Event, its cancellation or any changes thereto in location, date or otherwise, whether such claim is based in contract or tort, and whether or not CMiC has been advised of the possibility of such damages.

  1. Ownership

(a) For purposes of this Sponsorship Agreement, the following defined terms shall have the following meanings:

(i) “Content” shall mean all information, text, data, graphics, presentations, scripts, contact data,
processes, designs, methods and other assets used or useful by CMiC in the performance of the services provided in connection with the Event. (ii) “Custom Content” shall mean any Content developed or created by CMiC under the terms of this Sponsorship Agreement that expressly provides that such Content is being developed or created exclusively for Sponsor. (iii) “Sponsor Content” shall mean all Content developed or created by Sponsor prior to execution of this Sponsorship Agreement and provided to CMiC by Sponsor for use in connection with the Event. (iv) “Editorial Content” shall mean all Content that is provided by CMiC in connection with the Event that contains product and offering reviews, and/or views, opinions, research, analysis or evaluations, and is created by or for CMiC prior to or during the term of, this Sponsorship Agreement. (v) “CMiC Content” shall mean all Content that is provided by CMiC to Sponsor in connection with the Event and was developed or created by or for CMiC prior to or during the term of this Sponsorship Agreement, whether in connection with the Campaign or otherwise and shall expressly (i) include Vendor Content and Editorial Content and (ii) exclude Sponsor Content and Custom Content. (vi) “Vendor Content” shall mean all Content that CMiC provides to Sponsor in connection with the Campaign and has been created or developed by third party IT vendors pursuant to agreements between CMiC and such third parties either prior to, or during, the term of this Sponsorship Agreement.

(b) The parties acknowledge and agree that, as between the parties: (i) all Sponsor Content and Custom Content shall be exclusively owned by Sponsor and Sponsor hereby grants to CMiC a royalty-free, worldwide, nonexclusive license to use such Sponsor Content and Custom Content for the term of this Sponsorship Agreement solely to allow CMiC to execute the Event; and; (ii) all CMiC Content shall be exclusively owned by CMiC and CMiC hereby grants to Sponsor a royalty-free, worldwide, nonexclusive license to use such Content for its internal purposes for the term of, and consistent with the provisions of, this Sponsorship Agreement.

(c) With respect to all CMiC Content that CMiC delivers, discloses or uses for purposes of the Event under this Sponsorship Agreement, CMiC warrants that it has the right to make such delivery, disclosure and use of such Content without liability to any third party (other than liabilities as to which CMiC remains solely liable).

(d) With respect to all Sponsor Content that Sponsor delivers, discloses or provides in order for CMiC to execute the Event under this Sponsorship Agreement, Sponsor warrants that it has the right to make such disclosure, delivery or provision and that CMiC can use such Content without liability to any third party (other than liabilities as to which Sponsor remains solely liable).

(e) Sponsor agrees to indemnify and hold CMiC harmless from, and against, any expense, liability, claim or loss that results from any claims arising out of Sponsor’s Sponsorship, including without limitation, a breach of Sponsor’s representations regarding its ownership of any Content or other intellectual property provided to CMiC in connection with the Event.

  1. Termination.

(a) Termination for Breach. CMiC may terminate the Sponsorship Agreement in the event of a material breach of the Sponsorship Agreement by Sponsor, and with respect to breaches that are subject to cure, which is not cured within thirty (30) days from receipt of written notice.

(b) Effect of Termination. Upon termination of this Sponsorship Agreement for any reason, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination under this Sponsorship Agreement, as applicable, except that any such termination shall not relieve the other party of its obligations under Sections 4 through 9 or any liability arising from a breach of this Sponsorship Agreement.

  1. General Terms.

(a) All sponsorship and virtual booth selections are on a first-come, first-served basis.

(b) CMiC will not be liable for delays in satisfying its obligations under this Sponsorship Agreement, delivery, non-delivery, or other errors as a result of events beyond our control including Acts-of-God, actions by any government entity, fire, flood, riot, explosion, embargo, strikes, labor or material shortage, transportation interruption, national emergency, acts of terrorism or war, or Internet or communications failure.

(c) CMiC will determine in CMiC’s sole discretion the manner and means by which the Event is executed, subject to the express condition that CMiC will comply at all times with applicable law. CMiC is an independent contractor and neither CMiC, nor CMiC’s employees nor agents are or shall be deemed hereunder agents or employees of Sponsor.

(d) The Sponsor represents and warrants to CMiC that it has the authority to enter into this Sponsorship Agreement and that the person signing the Insertion Order is authorized by the Sponsor to execute this Sponsorship Agreement and bind the Sponsor to the terms set forth herein.

(e) For purposes of this Sponsorship Agreement, the term “Sponsor” shall be deemed to include all of its agents, contractors and assigns.

(f) This Sponsorship Agreement constitutes the entire agreement and understanding between the
parties concerning Sponsor’s purchase of the sponsorship package purchased hereunder and may be amended only by a written document executed by a duly authorized representative of each party.

(g) The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, executors and administrators, as the case may be. Neither party may assign or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of the other party.

(h) If any term or condition in this Sponsorship Agreement conflicts with any term or condition in any purchase order, work order or similar supplementary document submitted by the Sponsor, the term or condition set out in this Sponsorship Agreement shall prevail. No purchase order or similar supplementary document that purports to modify of supplement this Sponsorship Agreement shall add to or vary the terms of this Sponsorship Agreement and all proposed variations or additions submitted by the Sponsor are objected to and deemed material unless otherwise agreed to in a writing signed by both parties.