THIS SPONSORSHIP AGREEMENT (“Agreement”) supplements the Order executed by the parties and sets forth the terms and conditions under which MyStaff.com, LLC (dba Running Remote) (“Company” or “Running Remote”) will provide access to the Package in relation to the Event to Sponsor. Any terms not defined in this Agreement have the meaning given to them in the Order.
Running Remote Online is a multi-channel (in-person, online & mobile) event for the founders of remote businesses & larger enterprises running hybrid taking place on the date set forth in the Order. The Event allows for sponsors to showcase their promotional activities at the Event & online. Sponsor desires to showcase its promotional activities at the Event, and this Agreement are the only terms and conditions between the parties related to the Event.
2. Payment and Taxes.
- Company shall have no liability whatsoever if Sponsor pays the Fees (or any proportion thereof) into any bank account other than the bank account specifically designated by Company to Sponsor for payment. In particular, Company shall not be responsible for any losses suffered by Sponsor due to third party fraud or misdemeanor, including, without limitation, false change of bank account communications, identity theft and other scams. Payment of the Fees into Company’s designated bank account only shall satisfy Sponsor’s payment obligations under this Agreement. Unless expressly set forth in this Agreement, there are no refunds of the Fees paid by Sponsor under this Agreement.
- It is the intent of the parties that Company will receive the Fees net of all applicable taxes, including, without limitation, sales, VAT, service or withholding taxes (“Taxes”), all of which shall be paid solely by Sponsor. If and to the extent that any Taxes are levied upon, or found to be applicable to, the whole or any portion of the Fees, the amount of the Fees shall be increased by an amount necessary to compensate for the Taxes (including, without limitation, any amount necessary to “gross up” for Taxes levied on the increase itself).
- Company’s fulfillment of its responsibilities under this Agreement is dependent upon timely receipt of payment from Sponsor.
3. Sponsor’s General Obligations.
- Sponsor shall comply with this Agreement, all laws and regulations and guidelines of any competent authority and any terms and conditions, or reasonable instructions or directions issued by Company (including, without limitation, in relation to data privacy and information security requirements).
- Sponsor warrants that it has the right, title and authority (including, without limitation, that it has the necessary licenses) to enter into the Agreement and perform its obligations under it and that the person signing the Agreement on behalf of Sponsor has the requisite authority to do so.
- Sponsor must, at all times, conduct themselves in an orderly manner and must not act in any manner which causes offense, annoyance or inconvenience to other sponsors, exhibitors, Company, or any visitors/delegates to the Event. Sponsor shall not do or permit anything to be done that which might adversely affect the reputation or brand of Company or the Event or make any statement that is defamatory, disparaging or derogatory to Company or the Event.
- Sponsor agrees to provide any company logos, overviews, any speaker/presentation information for brochures, adverts, website, conference signage, or any other materials for the Event (“Materials”) via email to Company no later than the date set forth in the Order.
- Sponsor shall not cause or permit any damage to the Event location and facilities. For purposes of this Agreement, Event Site shall mean the website(s) (together with any platforms and/or applications used together therewith) that will host and display the Event and Event materials, including but not limited to the sponsorships and virtual spaces.
- Sponsor will not violate any rights of third parties in connection with its participation in the Event, including but not limited to the reproduction, performance, distribution, or posting of proprietary or copyrighted material without a license, assignment, or other legally effective permission.
4. Use of Materials.
- Sponsor hereby grants to Company a non-exclusive, royalty free, worldwide license to use the Material in connection with the Event and in accordance with the Agreement. Sponsor further acknowledges that Company may continue to use the Material or other information provided by Sponsor after the Event in connection with materials or information created or relating to the Event. Sponsor also acknowledges that in view of the time and cost required in preparing any digital publications or other media, in circumstances where the Agreement is terminated, Company may at its discretion continue to use the name, logo or any other Material or information provided by Sponsor after termination of the Agreement, where the time and cost does not allow Company to remove, delete or cover over such name, logo or other material or information.
- Company hereby grants to Sponsor a limited, non-exclusive, non-transferrable, non-sublicensable license to use the “Running Remote” trade name solely in connection with Sponsor’s online advertisement of its participation in the Event. Sponsor acknowledges and agrees that its reproduction and use of the Running Remote name is under the sole control and supervision of Company and Sponsor’s reproduction and use of such name, and all goodwill established thereby and/or associated therewith, shall inure exclusively to the benefit of the Company, and Sponsor acquires no goodwill or other legal rights or interests in the Running Remote other than the right to use such in connection with advertisement of its participation in the Event.
5. Specific Terms relating to Package.
- Company reserves the right to make alterations in the specification for the Sponsor’s Package in its sole discretion and at any time, if Company deems such changes to be in the best interest of the Event, with such changes including (without limitation), altering the size, shape, timing or position of the speaking slot and exhibition booths. Sponsor agrees that in the event of an alteration, Sponsor will not receive a refund of any fees paid.
- If Sponsor the Event is solely held in person (or Sponsor’s sponsorship required in-person attendance, as noted in the Order) but Sponsor’s designated personnel are unable to attend the in-person portion of the Event (Montreal) because of a government order or regulation related to COVID-19, then the Sponsor agrees that their sponsorship package will be delivered online/mobile only. In this case the Sponsor will receive an equitable adjustment of the fees paid for their sponsorship to bring the cost of their sponsorship in-line with comparable online/mobile-only sponsorships of other sponsors.
- If Sponsor is in breach of the Agreement or is otherwise engaged in any activity that might jeopardize the safety (including without limitation the data security and information security) of the Event, exhibitors and visitors, Company reserves the right to suspend or block (temporarily or permanently) access to the Event Site and Event.
- Sponsor’s rights in relation to the Event are strictly limited to those set out in the Package. Sponsor is not permitted to: (i) establish a website specifically relating to the Event; or (ii) otherwise promote or advertise its association with the Event or Company or undertake any promotional activity in connection with the Event or Company in any way otherwise than as set out in the Package or with the prior written consent of Company.
6. Physical exhibition space – terms of agreement.
The physical exhibition & networking space will be setup in part by Running Remote but is subject in all respects to the rules and regulations of the facility manager and/or property or venue owner. Any matters not covered in this Agreement are subject to the interpretation of Running Remote, and Sponsor must abide by the Company’s decisions with respect to such matters.
- Running Remote shall have full power to interpret, amend, and enforce these rules and regulations, provided any amendments, when made, are brought to the notice of Sponsor. Each Sponsor agrees to abide by, and cause its personnel to abide by, the foregoing rules and regulations and by any amendments or additions thereto in conformance with preceding sentence
- Sponsors are obliged to ensure that the physical exhibition space available to them is kept clean.
- The physical exhibition space allocated to the Sponsor may not be exceeded in either height or any other dimensions.
- The Sponsor shall not be authorised to share, sub-let or assign the physical exhibition space to any other company or to entrust it to other parties in any other way.
- Activities at, and operations of, the Sponsor’s space shall be carried out in such a way that no nuisance will be caused to the event as such or to neighbouring sponsors. In cases to the contrary, Running Remote shall be authorised to exclude the Sponsor and its personnel from the Event, with no refund on payments made.
7. Physical Exhibitor Liability and limitation of liability.
- Running Remote is only liable for damage or loss to the Sponsor if the damage or loss is caused by a grossly negligent or more culpable act of Running Remote. Running Remote is not responsible for the Sponsor’s indirect losses, including but not limited to loss of profits, loss of goodwill, etc.
- The Sponsor is liable for any damage or loss caused in whole or in part by any gross negligence or willful misconduct of Sponsor or its personnel in connection with the Event or the relationship contemplated by this Agreement.
- Running Remote is not responsible for the exhibited property or materials brought by Sponsor to the Event.
8. Storage of physical exhibitor materials.
The Sponsor should make arrangements with the venue directly for storage of packing boxes and crates during the conference. Running Remote assumes no responsibility for damage or loss of packing boxes or crates. The Event venue contact is listed in the Order From.
- Either party may terminate the Agreement at any time by written notice to the other if that other party: (i) has committed a material breach of any of its obligations under the Agreement and has not remedied such breach (if the same is capable of remedy) within 14 days of receiving written notice of the breach (or such lesser period as would be required for the breach to be remedied in sufficient time prior to the Event); or (ii) goes into liquidation whether compulsory or voluntary or is declared insolvent or if an administrator or receiver is appointed over the whole or any part of the Sponsor’s assets or if Sponsor enters into any arrangement for the benefit of or compounds with its creditors generally or ceases to carry on business or threatens to do any of these things or suffers any analogous event in any jurisdiction.
- Company may terminate the Agreement without liability immediately at any time by written notice to the Sponsor if Company determines in its absolute discretion that the provision of the Package to the Sponsor is not in the best interests of the Event. Upon the giving of notice of termination, without prejudice to any other right or remedy it may have, Company may prevent third party access to the space, prohibit access of Sponsor to the Event Site and/or the Space, and, if necessary, remove any materials from the Event Site and Company shall be free to re-license the space and/or resell the Sponsorship elements of the Package.
10. Confidential Information.
For the purposes of this Agreement, “Confidential Information” means information disclosed by a party (the “Disclosing Party”) to another (the “Receiving Party”) relating to the Disclosing Party’s business, products, affairs and finances, clients, customers and trade secrets including, without limitation, customer lists, billing practices, contractual arrangements, technical data and know-how. For the avoidance of doubt, the fact of the Sponsor’s participation in the Event shall not be deemed to be Confidential Information. The Receiving Party shall not (except in the proper performance of its obligations under the Agreement) during the continuance of the Agreement or at any time thereafter use or disclose to any person, firm or company (and shall use his best endeavors to prevent the publication or disclosure of) any Confidential Information of the Disclosing Party. This restriction does not apply to: (i) any information in the public domain other than in breach of the Agreement; (ii) information already in the lawful possession of the Receiving Party before its receipt from the Disclosing Party; (iii) information obtained from a third party who is free to divulge the same; (iv) disclosure of information which is required by law or other competent authorities; and (v) information developed or created by one party independently of the others.
11. Limitation of Liability and Indemnification.
- Company does not make any warranty as to the Event or Event Site in general and in particular in relation to: (i) the presence or absence or virtual location of any other Sponsor or potential Sponsor; or (ii) the benefit or outcome (commercial or otherwise) that Sponsor may achieve as a result of exhibiting at or sponsoring the Event. Except as set out in this Agreement, to the fullest extent permitted by law, Company excludes all conditions, terms, representations and warranties relating to the Event, the Event Site and the Package, whether imposed by statute or by the operation of law or otherwise, that are not expressly stated herein. Company shall not be liable to Sponsor for any loss or damage suffered or incurred by Sponsor in connection with the provision of (or failure wholly or partly of) any services or goods provided by third parties in connection with the Event or the Package.
- Except with respect to a party’s: (a) obligations, as set forth in this Agreement, with regards to confidentiality and/or (b) Sponsor’s violation of the limitations on the use of the Running Remote name as specified herein, in no event shall either party (1) be liable one to the other for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or (2) be obligated to pay any damages (regardless of the form action) incident to this Agreement in excess of the fees paid or payable under this Agreement. Company shall have no responsibility or liability for any loss (or theft) of or damage to the person, property and effects of Sponsor or its representatives.
- Sponsor shall defend, indemnify and hold harmless Company against any loss, damage, claim or expense resulting directly or indirectly from: (i) any act or omission of the Sponsor, its representatives or its invitees or (ii) any claim that either: (x) the display of any products, documents or other materials exhibited by Sponsor at the Event; or (y) Company’s receipt or use of the Material constitutes an infringement of the intellectual property rights of any third party or is in breach of any applicable law.
This Agreement is the entire understanding of the parties with respect to the subject matter and replaces all prior and contemporaneous written and oral communications and promises. The Agreement shall be governed by the laws of the State of Michigan, USA, and may be amended only by a writing signed by both parties and specifically referencing this Agreement. Litigation shall be brought only in the U.S. Court for the Eastern District of Michigan, Southern Division, or the Circuit Court for the County of Washtenaw, State of Michigan; the parties stipulate to personal jurisdiction and venue in such court and waive the application of forum non conveniens. Neither party will be responsible or liable for any delay or failure in performing its obligations under the Agreement if such delay or failure is the direct result of causes outside of that party’s reasonable control, including, without limitation, power outages, accidents, strikes, fires, war or acts of God; provided that such party uses best efforts to resume performance of its obligations as soon as practically possible unless this Agreement is otherwise terminated pursuant to the terms of the Agreement. For the avoidance of doubt, nothing in this Agreement shall excuse Sponsor from the payment of the Fees under the Agreement. Nothing in the Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties. Each party acknowledges that the Agreement constitutes the entire agreement between the parties in relation to the Event and that it does not rely upon any oral or written representation made to it by the other. No variation of the Agreement shall be effective unless made in writing signed by or on behalf of each of the parties to the Agreement. No rights under the Agreement may be assigned by Sponsor without the prior written consent of Company. Sponsor may not sub-contract or delegate in any manner any of its obligations under the Agreement to any third party or agent without the prior written consent of Company. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be: (i) delivered by hand or courier at its registered office or principal place of business; (ii) by prepaid, first-class post at its registered office or its principal place of business; or (iii) by email to the relevant contact of either party using a correct email address. For the avoidance of doubt, notice shall be deemed to be delivered at the time of delivery if delivered by hand or courier, within two working days if delivered by prepaid first class post, and the same working day if delivered by email.