Last Updated: July 12, 2022
These Converge Security Conference (“CSC”) Event Sponsorship Terms & Conditions (these “Terms”) govern your sponsorship. Please see Section 9 for definitions of certain capitalized terms used in these Terms.
1. Sponsorship Program.
1.1 Sponsorship Fees. You will pay each Sponsorship Fee invoice on the earlier of (a) the due date specified in such invoice, and (b) the date of the Sponsored Event. If you do not pay the Sponsorship Fee by its due date, you may (at our sole discretion) forfeit some or all of the benefits under the Sponsorship Order Form.
1.2 Your Conduct. You and your employees, your volunteers, and agents will at all times comply with the CSC Code of Conduct.
1.3 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under the Sponsorship Order Form. All fees payable by Sponsor are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes (“Indirect Taxes”). Sponsor will provide such information to CSC as is reasonably required for CSC to determine whether CSC is obligated to collect Indirect Taxes from Sponsor. CSC will not collect, and Sponsor will not pay, any Indirect Tax that Sponsor furnishes to CSC a properly completed exemption certificate or a direct payment permit certificate for which CSC may claim an available exemption from Indirect Tax. All payments made by Sponsor to CSC under the Sponsorship Order Form will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, Sponsor will pay such additional amounts as are necessary so that the net amount received by CSC is equal to the amount then due and payable under the Sponsorship Order Form. CSC will provide Sponsor with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under the Sponsorship Order Form.
2. Privacy and Data Protection.
We will handle your information in accordance with the CSC Privacy Notice.
3. Intellectual Property and Publicity.
3.1 Intellectual Property. You grant to CSC a worldwide, royalty-free, non-transferable, and non-exclusive license to (a) use the Logos to identify you as a sponsor of the Sponsored Event and to otherwise provide you with the benefits under the Sponsorship Order Form and (b) the Materials to provide you the benefits under the Sponsorship Order Form. If CSC provides CSC Event Materials to you under the Sponsorship Order Form, CSC grants to you a worldwide, royalty-free, non-transferable, and nonexclusive license to use, reproduce, display, perform, and distribute the CSC Event Materials provided that you: (a) do not modify the CSC Event Materials; (b) accurately represent your limited relationship to CSC as a sponsor of the Sponsored Event; and (c) do not use the CSC Event Materials or any CSC logos, trademarks, service marks, or trade dress displayed in the CSC Event Materials in a manner that is disparaging to CSC or our products or services, or in a manner that suggests CSC endorses, approves, or is otherwise affiliated with you. Except as specifically set forth in this Section 3.1, neither party will acquire any interest in the other party’s trademarks, service marks, trade secrets, logos, commercial symbols, copyrights, patents, and any other intellectual property rights under the Sponsorship Order Form.
4. Term and Termination.
4.1 Term. The Sponsorship Order Form is effective as of the date the last party executes it, and, unless earlier terminated pursuant to these Terms, will continue until all Sponsored Events identified in the Sponsorship Order Form have occurred. Any Notice of termination of the Sponsorship Order Form must include a Termination Date.
(a) Termination for Cause. Either party may terminate the Sponsorship Order Form for cause if the other party is in material breach of the Sponsorship Order Form and the material breach remains uncured for a period of 30 days from receipt of Notice by the breaching party. We may terminate the Sponsorship Order Form immediately upon Notice to you in order to comply with the law or requests of governmental entities.
(b) Termination for Convenience. We may terminate the Sponsorship Order Form at any time for any reason by providing you with Notice. You may terminate the Sponsorship Order Form prior to a Sponsored Event for any reason by providing us with Notice.
(c) Effect of Termination. Upon the Sponsorship Order Form’s Termination Date: (i) all of your rights under the Sponsorship Order Form immediately terminate; (ii) you remain responsible for paying the Sponsorship Fee, provided that (x) if we terminated the Sponsorship Order Form under Section 4.2(b), we will refund you the Sponsorship Fee associated with the Sponsored Events scheduled after the Termination Date, (y) if you terminated the Sponsorship Order Form under Section 4.2(b) 30 days or more before a Sponsored Event, we will refund you the Sponsorship Fee associated with such Sponsored Event, and (z) if you terminated the Sponsorship Order Form under Section 4.2(b), more than sixty (60) days before a Sponsored event, CSC shall retain twenty five percent (25%) of the Sponsor Fee, thirty-one (31) to fifty-nine (59) days before a Sponsored event, CSC shall retain fifty percent (50%) of Sponsor Fee, less than 30 days before a Sponsored Event, CSC shall retain seventy five (75%) of the Sponsor Fee; and, (iii) Section 1.2, Section 1.4, Section 2, Section 3.2, Section 4.2(c), Section 5, Section 6, Section 7, Section 8.5, Section 8.6 and Section 9 will continue to apply in accordance with their terms.
(d) Effect of Pandemic: If federal, national, state, local or other governmental restrictions related to a pandemic precludes or otherwise makes hosting an in-person Event impractical, or if a pandemic otherwise renders an in-person Event unsafe, CSC may, in its sole discretion, decide to convert the Event from in-person to virtual. Committed sponsors are obligated to participate as contracted for sixty percent (60%) of the total fee. Sponsors of food, beverage and physical items will be refunded at one hundred percent (100%). Should an in-person Event be converted to Virtual, Section 8.1, 8.2, 8.3, and 8.4 shall no longer apply.
5. Representations, Warranties, and Disclaimers.
5.1 Trade Compliance. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
5.2 Logos. You represent and warrant that you have the necessary rights and permissions to grant the license granted under Section 3.1 and that the Logos and our use of the Logos do not infringe upon any intellectual property right or right of publicity of any person or entity.
5.3 Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CSC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY GOODS, SERVICES, OR BENEFITS TO BE PROVIDED UNDER ANY SPONSORSHIP ORDER FORM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. Limitations of Liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR (B) LOST PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THE SPONSORSHIP ORDER FORM WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THE SPONSORSHIP ORDER FORM FOR THE SPONSORED EVENT THAT GAVE RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION 6 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7.1 Waiver. The failure by us to enforce any provision of the Sponsorship Order Form will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
7.2 Severability. If any portion of the Sponsorship Order Form is held to be invalid or unenforceable, the remaining portions of the Sponsorship Order Form will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the Sponsorship Order Form but the rest will remain in full force and effect.
7.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under the Sponsorship Order Form where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunication failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
7.4 Assignment; No Third Party Beneficiaries; Independent Contractors. You will not assign or otherwise transfer the Sponsorship Order Form or any of your rights and obligations under the Sponsorship Order Form, without our prior written consent. Any assignment or transfer in violation of this Section 7.4 will be void. We may assign the Sponsorship Order Form without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for CSC as a party to the Sponsorship Order Form, and CSC is fully released from all of its obligations and duties to perform under the Sponsorship Order Form. Subject to the foregoing, the Sponsorship Order Form will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Sponsorship Order Form does not create any third-party beneficiary rights in any individual or entity that is not a party to the Sponsorship Order Form. We and you are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
7.5 Governing Law and Venue. The Converge Security Conference of the State of California, without reference to conflict of law rules, govern the Sponsorship Order Form and any dispute of any sort that might arise between the parties. Exclusive venue for any claims arising under this Agreement shall be the U.S. District Court for the Central District of California (provided that a proper basis for jurisdiction exists) or the Circuit or Superior Courts of California for County of Los Angeles. The United Nations Convention for the International Sale of Goods does not apply to the Sponsorship Order Form. The parties hereto consent to submit to the personal jurisdiction of such courts, and waive all objections to jurisdiction and venue. If any provision of this Agreement is judged to be invalid, void, or unenforceable, the parties agree that the remaining provisions of this Agreement shall remain valid and enforceable.
(a) To You. We will provide any notice to you under the Sponsorship Order Form by sending a message to the email address included in the Sponsorship Order Form. Any notices provided by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with the Sponsorship Order Form when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under the Sponsorship Order Form, you must contact CSC as follows: by personal delivery, overnight courier or registered or certified mail to Converge Security Conference, P.O. Box 93236, City of Industry, CA 91715, Attention General Counsel. We may update the facsimile number or address for notices to us by posting a notice on the CSC Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
(c) Language. All communications and Notices to be made or given pursuant the Sponsorship Order Form must be in the English language.
7.7 Conflict. In the event of a conflict between these Terms and the Sponsorship Order Form, these Terms will prevail, except that the CSC contracting entity on the Sponsorship Order Form will prevail.
7.8 Modifications to these Terms. We may modify these Terms at any time by posting a revised version on the CSC Site or by otherwise notifying you in accordance with Section 7.6. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to sponsor a Sponsored Event after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the CSC Site regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms.
7.9 Entire Agreement; Translation. The Sponsorship Order Form is the entire agreement between you and us regarding the subject matter of the Sponsorship Order Form. The Sponsorship Order Form supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of the Sponsorship Order Form. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of the Sponsorship Order Form (whether or not it would materially alter the Sponsorship Order Form). If we provide a translation of the English language version of the Sponsorship Order Form or these Terms, the English language version will control if there is any conflict.
7.10 Counterparts; Facsimile. The Sponsorship Order Form may be executed by facsimile or by electronic signature in a format approved by us, and in counterparts, each of which (including signature pages) will be deemed an original, but all of which together will constitute one and the same instrument.
8. Onsite Exhibit Hall Policies and Operations.
8.1 Installation And Removal. No installation work will be permitted after the opening of the Exhibit Hall without consent of CSC. All exhibits shall be operational throughout the entirety of the Event. Sponsors shall not deface or harm the property in which the exhibits are housed. Nothing shall be tacked, nailed or screwed to walls, floors, columns or other parts of the hotel without the permission of the hotel and CSC.
8.2 Storage, Handling And Onsite Fees. Storage and handling arrangements should be made through designated facilities at the appropriate hotel(s). Additional onsite charges may include but are not limited to shipping and handling fees, electrical and other rental fees, and are the responsibility of the Sponsor.
8.3 Use And Care Of Exhibit Space. No part of an exhibit shall obstruct the view of adjacent booths. Exhibits shall not be unduly noisy, glaring or otherwise reasonably objectionable. Audio-visual and other sound effects will be permitted only where and when they do not interfere with activities in adjacent booths. The Sponsor shall maintain his exhibit in good order at the Sponsor’s own expense.
8.4 Security. Sponsors shall exercise reasonable care for the protection of their materials and display in hotel areas and the Exhibit Hall. CSC officers, directors, members and staff are not responsible for the safety of the property or the Sponsor, his agents or employees, or harm or damage to such persons resulting from theft, fire, accident or any other cause. Sponsor is required to provide all insurance and/or policy riders necessary to cover all exhibits.
(a) “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information. The Receiving Party shall, always keep in confidence and trust all the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under the terms of this Agreement. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, and agents who need access to such Confidential Information in order to affect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.
(b) The term “Confidential Information” shall not apply to, information which: (i) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
(c) CSC recognizes the need to keep the mailing list of its attendees confidential and secured due to the sensitive nature of the occupation of its attendees, and therefore demands the same of the Sponsors who participate at Converge Security Conference. The attendees of the Converge Security Conference require that all confidential information about its attendees (phone numbers, email addresses, and mailing addresses compiled by the Sponsor) cannot be sold or given to any other business or organization at any time.
8.6 Indemnity. Each Party agrees to indemnify and hold harmless the other Party, its members, directors, officers, employees, agents, affiliates, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorneys’ fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by or asserted against the indemnified party directly arising out of the obligations outlined in this Agreement, except to the extent such loss arises out of the gross negligence or willful misconduct of the indemnified party.
8.7 Violations. Sponsor shall be bound by the rules and regulations set forth herein and provided in pre-event Sponsor materials. CSC shall have the power to adopt and enforce all rules and regulations. All matters and questions not covered by the Agreement shall be subject to a reasonable final judgment and decision of CSC. Any violation by the Sponsor of the Agreement or pre-event materials shall subject Sponsor to sanctions, including but not limited to the cancellation of the Agreement to participate as Sponsor at event and forfeiture of 100% any monies paid for sponsorship. Upon due notice of such action, CSC shall have the right to remove properties of the Sponsor.
“CSC,” “we,” “us,” or “our” means Soteruna Corporation d.b.a Converge Security Conference (or such other CSC contracting entity as specified in a Sponsorship Order Form).
“CSC Code of Conduct” means the CSC code of conduct located at https://convergesec.com/code-of-conduct/ (and any successor or related site designated by us), as may be updated from time to time.
“CSC Event Materials” means materials related to your participation in a Sponsored Event that CSC provides to you under the Sponsorship Order Form.
“CSC Site” means https://convergesec.com (and any successor or related site designated by us), as may be updated from time to time.
“CSC Privacy Notice” means the privacy notice located at https://convergesec.com/privacy/ (and any successor or related locations designated by us), as it may be updated from time to time.
“Logos” means the logos, trademarks, service marks, and trade dress that you provide to us under the Sponsorship Order Form.
“Notice” means any notice given in accordance with Section 7.6.
“Materials” means materials (other than Logos) that you provide to us under the Sponsorship Order Form.
“Sponsor” and “you” has the meaning given to the term “Sponsor” in the Sponsorship Order Form.
“Sponsorship Fee” means the sponsorship fee under the Sponsorship Order Form.
“Sponsorship Order Form” means a written agreement executed by you and us that describes your sponsorship of the Sponsored Event(s).
“Termination Date” means the effective date of termination provided in a Notice in accordance with Section 4.