SPONSOR AND EXHIBITOR TERMS & CONDITIONS.
These Terms and Conditions (the “Terms and Conditions”) apply to all sponsors/exhibitors that have purchased a sponsorship/exhibition package (“Sponsorship”) for CMiC CONNECT 2025 (“CONNECT 2025”), which is put on by Computer Methods International Corp. (“CMiC”). The company purchasing the Sponsorship as listed on the applicable document pursuant to which the Sponsorship is purchased (the “Insertion Order”) is referred to herein as “Sponsor”. The Insertion Order and these Terms and Conditions are collectively referred to as the “Sponsorship Agreement”.
Sponsor is agreeing to purchase the Sponsorship for CONNECT 2025 that it has selected in the Insertion Order and CMiC agrees to provide Sponsor with the items included in such Sponsorship.
1. Payment Terms.
Sponsor shall pay the applicable fee for the Sponsorship set forth in the Insertion Order (the “Sponsorship Fee”) to CMiC by no later than the date set forth in the Insertion Order (or, if no such date is stated, by no later than ten (10) days prior to the first day of CONNECT 2025). Notwithstanding the foregoing, CONNECT 2025 Sponsorships will be billed in full upon execution of the Insertion Order. All payments are non-refundable except as otherwise specifically set forth herein. Sponsor will not be permitted to set up its booth 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, without limitation, reasonable attorneys’ fees.
2. Cancellation Clause.
(a) If Sponsor desires to cancel the Sponsorship, it must notify CMiC in writing.
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 as a penalty:
(i) Cancellation up to 30 days prior to the first day of CONNECT 2025 – 50% of the Sponsorship Fee; or
(ii) Cancellation 30 days or less prior to the first day of CONNECT 2025 – 100% of the Sponsorship Fee.
CMiC’s 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 CONNECT 2025, Sponsor will be deemed to have 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 CMiC changes the date or location of CONNECT 2025, or cancels CONNECT 2025 in its entirety, any of which CMiC may do in its sole discretion, CMiC’s sole responsibility and entire liability to Sponsor shall be: (i) in the case of CMiC’s cancellation of CONNECT 2025, to issue a credit to Sponsor in the amount of the applicable prepaid Sponsorship Fee, which credit may be used towards Sponsor’s purchase of a sponsorship/exhibition at CMiC’s next CONNECT event or (ii) in the case of changes to the date or location of CONNECT 2025, to notify Sponsor of the change(s) and (A) in the event that Sponsor can attend the rescheduled or relocated CONNECT 2025, to apply the applicable prepaid Sponsorship Fee to the rescheduled or relocated CONNECT 2025 or (B) in the event that Sponsor cannot attend the rescheduled or relocated CONNECT 2025, to issue a credit to Sponsor in the amount of the applicable prepaid Sponsorship Fee, which credit may be used towards Sponsor’s purchase of a sponsorship/exhibition at CMiC’s next CONNECT event following the rescheduled or relocated CONNECT 2025.
3. Sponsor Limitations.
Sponsor acknowledges and agrees that partners or resellers are not permitted to have a branded presence in Sponsor’s booth. Sponsor expressly agrees not to sponsor, organize, or manage any entertainment, meetings, tours, special events, hospitality suite functions, private functions, or other activity that may be reasonably anticipated to have an adverse effect on attendance at CONNECT 2025, unless previously approved in writing by CMiC. In the event that Sponsor does not comply with any stated event rules, guidelines, or deadlines, CMiC reserves the right to revoke, cancel, or deny Sponsor’s right to exhibit at CONNECT 2025 and any future CMiC events and the Sponsorship Agreement shall be deemed to be canceled by Sponsor.
4. Attendee Database Release Clause.
Sponsor acknowledges that:
(a) CMiC may provide to Sponsor an electronic database comprised of certain information provided by CONNECT 2025 attendees (“Attendee Database”), which will include the attendee information corresponding to Sponsor’s sponsorship level for CONNECT 2025;
(b) CMiC has compiled the Attendee Database based on its internal screening and approval process however, both parties acknowledge that each attendee provides their own information, as a result of which CMiC is not responsible for any inaccuracies in the Attendee Database; and
(c) In consideration for CMiC providing the Attendee Database to Sponsor as part of the Sponsorship Fee, Sponsor accepts the Attendee Database subject to the following conditions:
(i) The content of the Attendee Database may be used by Sponsor solely for its own internal marketing purposes;
(ii) Sponsor will not disclose any of the content of the Attendee Database to any third party including, without limitation, its channel partners, resellers, distributors, integrators, independent sales representatives, or independent software vendors; and
(iii) Sponsor will comply with all applicable privacy, data protection, and anti-spam legislation with respect to its use, storage, and other handling of any information contained in the Attendee Database.
5. Confidentiality Clause.
Sponsor agrees to keep the pricing, terms, conditions and contents of the 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 the Confidential Information other than in connection with the Sponsorship . Further, Sponsor agrees that any press releases it may issue or authorize regarding Sponsor’s involvement with CONNECT 2025 must receive written approval from CMiC prior to release/issue.
6. Liability of Sponsor.
(a) Sponsor’s Property. Sponsor acknowledges that (i) it is solely responsible for any demonstration materials and products it uses in connection with CONNECT 2025 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, and within the confines of, CONNECT 2025. Sponsor agrees not to make any claim against CMiC for loss, theft, damage, or destruction of property or for injury, including death, to itself or to 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, to other property belonging to the resort where CONNECT 2025 is being held (the “Resort”), to standard booth equipment, and to property belonging to other CONNECT 2025 participants, attendees, sponsors, or exhibitors.
(c) Injury or Damage. Sponsor acknowledges that it is solely liable for any injury, including death, it causes to other CONNECT 2025 participants, attendees, sponsors, or exhibitors.
(d) Indemnification. Sponsor agrees to indemnify, defend, and hold harmless CMiC and CMiC’s affiliates, shareholders, directors, officers, employees, and agents from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs, charges, and expenses whatsoever resulting or arising from, or relating to, (i) any breach of the Sponsorship Agreement by Sponsor, (ii) the negligence or willful misconduct of Sponsor and Sponsor’s employees, agents, and representatives in performing the Sponsorship Agreement, (iii) Sponsor’s attendance at or participation in CONNECT 2025, or (iv) any actions or inactions of Sponsor and Sponsor’s employees, agents, and representatives while attending CONNECT 2025, including, without limitation, in connection with Sponsor’s installation, removal, maintenance, occupancy, or use of the Resort or a part thereof. Sponsor’s indemnification obligation shall not apply to the extent the event giving rise to the request for indemnification was caused solely by the gross negligence or willful misconduct of CMiC or its employees and agents.
(e) Liability to Resort. Sponsor assumes the entire responsibility and liability for losses, damages, and claims arising out of Sponsor’s activities on the Resort premises and will indemnify, defend, and hold harmless the Resort, its owner, and its management company, as well as their respective agents, servants, and employees, from any and all such losses, damages, and claims. Resort will not be responsible or liable for any loss, damage, or claims arising out of Sponsor’s activities on the Resort’s premises except for any claims, loss, or damages arising directly from the Resort’s own negligence.
7. Limitation of Liability.
In no event shall CMiC be liable to Sponsor in connection with CONNECT 2025 and the Sponsorship Agreement in an amount more than the amount of the Subscription Fee paid hereunder by Sponsor to CMiC. In no event shall CMiC be liable to Sponsor for any consequential, incidental, special, reliance, indirect, or similar damages resulting or arising from, or relating to, CONNECT 2025 or the Sponsorship Agreement, including, without limitation, with respect to the cancellation of CONNECT 2025 or any changes in the location, date, or otherwise of CONNECT 2025, regardless of the form of action underlying any claim (including, without limitation, contract or tort) and whether or not CMiC has been advised of the possibility of such damages.
8. Ownership.
(a) Each party shall maintain all right, title, and interest in and to its intellectual property and other property and, except as otherwise specifically set forth herein, neither party is granting the other party any ownership rights, including, without limitation, any intellectual property rights, in or to its intellectual property or other property.
(b) Sponsor hereby grants to CMiC a royalty-free, worldwide, nonexclusive license to use Sponsor’s name, logo, and other content provided by Sponsor to CMiC (collectively, “Sponsor Content”) solely for the purposes of the Sponsorship. Sponsor represents and warrants to CMiC that it has the right to provide the Sponsor Content to CMiC for the purposes of the Sponsorship. Sponsor agrees to indemnify, defend, and hold harmless CMiC and CMiC’s affiliates, shareholders, directors, officers, employees, and agents from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs, charges, and expenses whatsoever resulting or arising from, or relating to, any claim that the Sponsor Content infringes a third party’s intellectual property rights.
9. Termination.
(a) Termination for Breach. CMiC may terminate the Sponsorship Agreement in the event of a material breach of the Sponsorship Agreement by Sponsor that has not been cured by Sponsor within fifteen (15) days after receipt of written notice of the breach from CMiC, provided that if the material breach is not capable of being cured, CMiC may terminate the Sponsorship Agreement immediately upon notice to Sponsor. For greater certainty, Sponsor’s failure to make payments when due under the Sponsorship Agreement shall be considered a material breach of the Sponsorship Agreement by Sponsor. In the event CMiC terminates the Sponsorship Agreement pursuant to this Section 9(a), no amounts shall be refunded to Sponsor and Sponsor shall remain liable to CMiC for the balance of the Sponsorship Fee (if any).
(b) Survival. Sections 4(c) and 5-9 of these Terms and Conditions shall survive any termination of the Sponsorship Agreement and the completion of the Sponsorship.
10. General Terms.
(a) All sponsorships and booth selections are on a first-come, first-served basis.
(b) CMiC will not be liable for delays in satisfying its obligations under the Sponsorship Agreement or for failure of performance under the Sponsorship Agreement as a result of events beyond its control including, without limitation, acts of God, actions by any government entity, fire, flood, riot, explosion, embargo, strikes, labor or material shortage, transportation interruption, national emergency, pandemic, epidemic, 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 CONNECT 2025 is executed, subject to the express condition that CMiC will comply at all times with applicable law.
(d) CMiC and Sponsor are independent contractors and nothing herein shall be construed as creating any partnership, joint venture, or employment relationship between CMiC and Sponsor.
(e) Sponsor represents and warrants to CMiC that it has the authority to enter into the Sponsorship Agreement and that the person signing the Insertion Order is authorized by Sponsor to execute the Sponsorship Agreement and to bind Sponsor to the terms of the Sponsorship Agreement.
(f) The Sponsorship Agreement constitutes the entire agreement and understanding between the parties concerning Sponsor’s purchase of the Sponsorship and may be amended only by a written document executed by a duly authorized representative of each party.
(g) The Sponsorship Agreement shall be governed by and construed and enforced in accordance with the laws of the Province of Ontario, Canada without regard to its conflicts of law principles. Both parties agree to the exclusive jurisdiction of the courts of the Province of Ontario, Canada with respect to any suit, action, or proceeding arising out of or relating to the Sponsorship Agreement.
(h) The rights and liabilities of the parties hereto shall inure to the benefit of and bind the parties’ respective successors, executors, and administrators, as the case may be. Neither party may assign the Sponsorship Agreement, in whole or in part, or any of its rights or obligations under the Sponsorship Agreement, without the prior written consent of the other party.
(i) No purchase order or similar supplementary document provided by Sponsor that purports to modify or supplement the Sponsorship Agreement shall add to or vary the terms of the Sponsorship Agreement and any terms in any such documents are objected to by CMiC and deemed void.
(j) Sponsor and all persons attending CONNECT 2025 on behalf of Sponsor agree to be bound by the Attendee Terms & Conditions found here.