By completing a registration form at www.internetweekny.com (the “Registration Form”) to host an event during Internet Week® New York 2014, the event host hereby agrees to be subject to and bound by the following terms and conditions.
1. Event. The individual or firm indicated (herein called the “Event Host”) in the registration form agrees to host and produce an event or activity for Internet Week® New York 2014 (herein called the “Event”), as detailed in the Registration Form. Crain Communications Inc. shall promote the Event on its website at www.internetweekny.com in such manner as it determines, in its sole discretion, and may further promote the Event using advertisements and other marketing material submitted by Event Host or created by Promoter, as it determines in its sole discretion. Event Host shall have the right to promote the event in such manner as it determines and at its sole cost, provided, however, any use of any trademark or copyright owned by Promoter, including “Internet Week® New York“ or owned by any third party sponsor of the Event, including any combination marks comprised of Promoter’s marks in combination with any of its sponsor’s marks, shall be subject to the prior written approval of Promoter. Notwithstanding the foregoing, any use of Promoter or its sponsor’s marks shall be solely limited to advertising or marketing of the Event and shall not be used to indicate in any way and endorsement of any product, service or internet site of the Event Host, Promoter and/or its sponsor, as applicable, shall at all times retain ownership of all such marks and any goodwill arising therefrom, no right to create modifications or derivatives of any such marks is granted and all such marks must at all times must stand alone and cannot be combined with any other design element or incorporated into another logo.
2. Responsibility for Event. Event Host shall be responsible for the hosting and production of the Event and all costs associated therewith, including but not limited to, all services and/or items used at or in anticipation of the Event. All services and/or items deemed necessary by the Event Host for the Event are to be negotiated and contracted directly by the Event Host, not the Promoter. All charges for such services are to be billed to and paid directly by the Event Host. Promoter will not be responsible for any billing or payment of services provided by outside vendors on behalf of the Event Host at the Event.
3. Cancellation. (a) If Event Host desires to cancel the Event, Promoter requests that Event Host provide Promoter with written notice of such cancellation not less than 45 days prior to the date of the Event. If Event Host cancels the Event, Event Host agrees to reimburse Promoter for any costs incurred by Promoter for the Event, including any services and items required to promote the Event that were to be provided by Event Host. (b) Promoter shall be entitled to cancel Internet Week® New York 2014 or terminate any further promotion of the Event, without penalty, at any time if Event Host or any assignee fails to perform, meet, fulfill, honor or observe any term or condition set forth herein as determined in the sole discretion of Promoter, or for such other reason as may be determined in the sole discretion of Promoter, and such Event Host shall not be entitled to any reimbursement of any expenses incurred in the production of the Event or recovery of any other damages.
4. Prior Approval/Acceptance. Promoter reserves the right to request a detailed written description of all Event activities at any time prior to the Event. Collateral material that references Promoter or any of Promoter or its affiliates’ or sponsors trademarks or copyrights must have a sample submitted to the Promoter for approval before any printing or contact with Event attendees. Promoter reserves the right to reject or request a change in any collateral materials or activity or part thereof at its sole discretion. This right shall not be deemed to have been waived by the acceptance of the Event. Promoter reserves the right to reject any collateral material, activity or product for any reason, including but not limited to, any collateral material, activity or product which is not in keeping with the Internet Week® New York or its sponsor’s market position, professionalism or business ethics.
5. Directory Listing. Event Host hereby releases Promoter and its sponsors from any and all damages or liability which Event Host might incur as a result of errors or omissions with respect to any listing of the Event or the Event Host in any directory or website published by Promoter.
6. Advertising/Promotion/Publicity. Any advertising, promotion or publicity that mentions Promoter or its sponsors must be pre-approved by Crain Communications Inc. prior to distribution or publication. Event Host hereby grants Promoter the worldwide, perpetual right and license to use Event Host’s name, logo and other trademarks and copyrights in advertising and marketing materials (including print, electronic, television and radio) related to the Event.
7. Indemnity. Event Host agrees to indemnify, defend, save and hold harmless Crain Communications Inc. and any of its directors, officers, managers, members, employees, agents and sponsors, and any affiliates of any of the foregoing, from any and all claims, demands, suits, liability, damage, loss, costs, attorneys’ fees and expenses of whatever kind or nature, including but not limited to claims of damage or loss to property or harm of injury to a person or persons, which arise out of any (i) breach of these Terms and Conditions by Event Host or any of its officers, agents, employees or other representatives, (ii) negligence or willful misconduct of Event Host or any of its officers, agents, employees or other representatives, (iii) fraud, misrepresentation or copyright or trademark infringement in connection with Event Host’s name, logo, trademark or copyright used in connection with these Terms and Conditions, the Event or Event Host’s business; (iv) any claim by any third party related to the Event; and (v) any act or omission at the Event or in connection with the Event by any participant, attendant, third party or Event Host or any of their officers, agents, employees or other representatives.
8. Insurance. Event Host shall maintain, at its own cost and expense, at all times during and as applicable to the Event, such liability insurance as may be commercially reasonable for the nature of the Event to be hosted by Event Host. Event Host will cause Promoter to be named as an additional insured under all such insurance policies. Upon request, Event Host shall furnish Promoter with one or more certificates of insurance to evidence its compliance with the provisions hereof.
9. No Representations; Limitation of Liability. Crain Communications Inc. is solely the promoter of the Event and will not host the Event or any activities of the Event and makes no representations or warranties regarding the attendees of the Event or the quality of the Event or any portion of the Event or any promotion, advertising or marketing of the Event. In no event shall rain Communications Inc. or its sponsors be liable to Event Host pursuant to these Term and Conditions for any special, incidental, consequential, or indirect damages, loss of good will or business profits, or exemplary or punitive damages. In no event shall Crain Communications Inc. or its sponsors be liable to Event Host for any failure to perform or breach of these Terms and Conditions.
10. Representations and Warranties of Event Host. Event Host represents and warrants that (a) it has the full power, right and authority to enter into these Terms and Conditions and perform its obligations hereunder; (b) Event Host owns or has valid rights to use all trademarks, copyrights and other intellectual property used by Event Host or provided to Promoter to use in connection with the Event or Internet Week® New York 2014; (c) the performance of Event Host hereunder will not infringe the rights of any third party; (d) Event Host will perform its obligations hereunder in accordance with any and all applicable laws, rules and regulations; and (e) Event Host will not use the name, trademark or logo of Promoter or any sponsor of the Event, except as provided herein.
11. Non-Disparagement. Event Host acknowledges that it has not and agrees that it will not, during the course of this Agreement or any time thereafter, engage in any conduct that is injurious to Promoter’s or any of its members, directors, managers, employees, agents, affiliate’s or sponsors reputation or interest, including but not limited to disparaging (or inducing or encouraging others to disparage) such party. The term “disparage” as used in this Section 11 includes, without limitation, comments or statements to the press, or any individual or entity with whom the Promoter has a relationship or potential relationship that would adversely affect in any manner: (i) the conduct of Promoter’s or any of its sponsor’s business; or (ii) the reputation of such Promoter or any of Promoter’s members, directors, managers, employees, agents and sponsors, if applicable.
12. Entire Agreement. These Terms and Conditions contain the entire agreement of the parties hereto with respect to the matters covered herein and may not be modified, discharged or terminated except by a written instrument, signed by the party to be charged. Nothing in this provision, however, shall preclude Promoter from adopting additional rules and regulations, orally or in writing.
13. Assignment and Relationship of the Parties. Neither party may assign its rights or obligations under these Terms and Conditions without the other party’s prior written consent; provided, however, that either party may assign its rights or obligations under these Terms and Conditions to the purchaser of all or substantially all of such party’s assets, stock or membership interests. Nothing contained in these Terms and Conditions shall be construed to make one party the partner, joint venture, principal, agent or employee of the other party hereto.
14. Saving Provision. If any term or provision of these Terms and Conditions shall be declared invalid or unenforceable, the remainder of these Terms and Conditions shall continue in full force and effect.
15. Authority. The person completing the registration form represents and warrants to Crain Communications Inc. that he/she has the authority to bind Event Host to the Terms and Conditions. The person completing the registration agrees that in the event that such authority does not exist, he/she shall be personally liable to Promoter pursuant to these Terms and Conditions.
16. Governing Law. The Terms and Conditions shall be governed by the laws of New York State without reference to any conflict of law principles. The parties hereto agree that any dispute arising out of or related to the Terms and Conditions shall be venued in the state or federal courts located in the Borough of Manhattan, New York, and each party agrees to the exclusive personal jurisdiction of such courts. In the event that Promoter is required to commence or defend any action arising out of or related to these Terms and Conditions, including in connection with a breach by Event Host of these Terms and Conditions, Promoter or any of its sponsors shall be entitled to recover its attorneys’ fees and costs associated with any such action. Each of Promoter’s sponsors shall be third party beneficiaries of these Terms and Conditions.