BY RECEIPT OF SALES ORDER/INVOICE FOR SPONSORSHIP, SPONSOR ACCEPTS THE FINANCIAL SERVICES INFORMATION SHARING AND ANALYSIS CENTER’S ("FS-ISAC”) TERMS AND CONDITIONS BELOW. SPONSOR REPRESENTS AND WARRANTS THAT YOU HAVE THE RIGHT AND AUTHORITY TO APPROVE FOR AND BIND THE ENTITY LISTED ON THE SALES ORDER/INVOICE. IF SPONSOR DOES NOT AGREE WITH OR ABIDE BY ANY PROVISION OF THESE TERMS AND CONDITIONS, FS-ISAC WILL VACATE THE SALES ORDER/INVOICE AND SPONSOR MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.1. SCOPE
FS-ISAC reserves the right to approve, at its sole discretion, sponsor applications that support FS-ISAC’s mission including, but not limited to, participation as an exhibitor, sponsor, or speaker. FS-ISAC does not convey approval, endorsement, certification, acceptance or referral of any product or service of the Sponsor. All events that are virtual, hybrid or in-person in which content or from FS-ISAC members and sponsors are presented are hosted on professional web platforms, websites or venues in a manner designed to appropriately convey the content to the audience. (“Events” is defined as events hosted by FS-ISAC regardless of event name).PAYMENT
All fees are exclusive of all present and future sales, use, excise, value added, goods and services, withholding and other taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the Offerings which shall be invoiced to and paid by the Sponsor. Any required taxes that are known to FS-ISAC at time of contract are shown on the Sales Order/Invoice. If Sponsor is required by law to make any deduction or withholding on any payments due to FS-ISAC, Sponsor will notify FS-ISAC and will pay FS-ISAC any additional amounts necessary to ensure that the net amount FS-ISAC receives, after any deduction or withholding, equals the amount FS-ISAC would have received if no deduction or withholding had been required. Additionally, Sponsor will provide to FS-ISAC evidence, to the reasonable satisfaction of FS-ISAC, showing that the withheld or deducted amounts have been paid to the relevant governmental authority.4. INSTALLATION AND REMOVAL
No installation work will be permitted after the opening of the Solutions Hall without consent of FS-ISAC. 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 FS-ISAC.5. 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.6. 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 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 his own expense.7. SECURITY
Sponsors shall exercise reasonable care for the protection of their materials and display in hotel areas and the Solutions Hall. FS-ISAC 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.8. LICENSE TO USE SPONSOR TRADEMARKS
In conjunction with an Event and for one year following each event, Sponsor hereby grants to FS-ISAC a non-exclusive, revocable, non-assignable worldwide, royalty-free license solely in connection with the development, production, marketing, promotion and hosting of the Event and the archiving thereof as contemplated by this Agreement: (i) to use, reproduce, digitize, publish, display and distribute materials incorporating Sponsor designated trademarks or service marks (the Sponsor Marks”); and (ii) to use, reproduce, digitize, prepare derivative works of, publish, display, transmit and otherwise broadcast Sponsor Marks and any and all content and other materials displayed or otherwise provided in Sponsor virtual booth or otherwise furnished by or for Sponsor to FS-ISAC for the Event, subject to guidelines or restrictions of which Sponsor may advise FS-ISAC. The permission granted hereunder transfers no right, title, or interest in or to the Sponsor Marks except the limited license hereunder. FS-ISAC will comply with the instructions of the Sponsor with respect to the manner of use of the Sponsor Marks and agrees that it will do nothing in connection with the Event that will bring the Sponsor Marks into disrepute.9. EVENT RESPONSIBILITIES
Sponsors may not sublet or assign any part of their display space nor advertise or display goods or services other than their own, except with the express written approval of the FS-ISAC.12. FORCE MAJEURE
b. Should the Event be canceled due to Force Majeure or for any other reason, FS- ISAC will refund 100% of fees paid for this sponsorship to Sponsor within 90 days.
a. If Sponsor cancels (i.) more than sixty (60) days in advance of the Event start date, FS-ISAC shall retain 25% of the Sponsor Fee (ii.) thirty-one (31) to fifty-nine (59) days in advance of the Event start date, FS-ISAC shall retain 50% of the Sponsor Fee (iii.) thirty (30) days or less in advance of the Event start date, FS-ISAC shall retain 75% of the Sponsor Fee.
b. If federal, national, state, local or other governmental restrictions related to the COVID-19 pandemic precludes or otherwise makes hosting an in-person Event impractical, or if the COVID-19 pandemic otherwise renders an in-person Event unsafe, FS-ISAC may, in its sole discretion, decide to convert the Event from in-person to virtual. Committed sponsors are obligated to participate as contracted for 60% of the total fee. Sponsors of food, beverage and physical items will be refunded at 100%. Should an in-person Event be converted to Virtual, Section 4, 5, 6, and 7 shall no longer apply.
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.
15. PRIVACY COMPLIANCE
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.17. LIMITATION OF LIABILITY
Except with respect to a breach of the confidentiality or privacy compliance provisions set forth herein, in no event shall either party be liable for indirect, incidental, consequential, special, exemplary or punitive damages, regardless of the form of action, whether in contract, tort or otherwise, and even if such party has been advised of the possibility of such damages. Except for gross negligence and willful misconduct, a breach of the confidentiality or privacy compliance sections, or FS-ISAC’s use of Sponsor’s mark in breach of section “License to Use Sponsor Trademarks”, in no event shall either party, or its affiliate’s liability to the other under this Agreement exceed the amounts paid by Sponsor to FS-ISAC hereunder. The Sponsor further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against liability assumed.18. CODE OF CONDUCT
FS-ISAC provides a harassment-free event experience regardless of gender, gender identity and expression, age, sexual orientation, disability, physical appearance, body size, race, ethnicity, religion (or lack thereof), or technology choices. Event participants violating this policy may be expelled from the event without a refund and future events at the discretion of FS-ISAC. Any violation of this policy should be brought to the attention of an FS-ISAC staff member immediately.19. INFRINGEMENT
Sponsor may not use or reference as a comparison a competitor’s product in a session, demonstration or discussion. Sponsor may not reference any FS-ISAC member, use identifying logos or videos without member permission. No sponsor shall display any product that FS-ISAC, at its sole discretion, deems to infringe on another sponsor’s U.S. intellectual property rights, including patent, trademark, trade dress or copyright.20. THIRD-PARTY POLICY
FS-ISAC is dedicated to safeguarding the global financial system by reducing cyber risk. The FS-ISAC® brands and trademarks are a representation of that mission. FS-ISAC does not allow third-party public use of our brands and/or trademarks. Detailed information is located at Third Party Publicity Policy.21. RESERVATION OF RIGHTS
FS-ISAC reserves the right to change and/or substitute speakers or moderators, at FS-ISAC’s sole discretion as to what is best for the Event. FS-ISAC reserves the right to review the content or material to be presented by Sponsor, and to reject or remove any content or other material presented by Sponsor if FS-ISAC reasonably views such content as potentially obscene, derogatory, unlawful, violative of any third party’s rights, or otherwise objectionable.22. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts or choice of law rules.23. ENTIRE AGREEMENT
This Agreement, together with any other documents incorporated herein by reference and all related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the related exhibits and schedules, the statements in the body of this Agreement shall control.24. SURVIVAL
The following provisions shall survive any termination of this Agreement: (i) Confidentiality, (ii) Privacy Compliance, (iii) Indemnity, and (iv) Limitation of Liability.25. VIOLATIONS
Sponsor shall be bound by the rules and regulations set forth herein and provided in pre-event Sponsor materials. FS-ISAC 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 FS- ISAC. 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, FS-ISAC shall have the right to remove properties of the Sponsor.