DEFINED TERMS: This contract is between InsureTech Connect (hereafter referred to as ITC) and the company listed above (hereafter referred to as Sponsor) for InsureTech Connect to tentatively be held from October 4 – 6, 2021, provided that such dates may change at ITC’s sole discretion to similar dates during August, September, October or November 2021 (hereafter referred to as the Event) at the Mandalay Bay Resort and Casino in Las Vegas or a reasonably similar venue in Las Vegas (hereafter referred to as the Facility).
PAYMENT: Sponsor shall pay the non-refundable amount above to InsureTech Connect on or before Due Date Listed above. An invoice will be sent to you. Sponsorship prices are net and non-commissionable. All payments to be paid in US funds. Upon receipt of completed contract, sponsorship shall be in effect. For contracts signed after July 30 2021, payment is due upon receipt of invoice. If Sponsor fails to make the required payment in a timely manner, ITC may terminate this contract and Sponsor’s participation in the Event without further notice and without obligation to refund monies previously paid. ITC reserves the right to refuse Sponsor’s participation in the Event if Sponsor is in arrears of any payment due to ITC. If payment is not made, ITC is expressly authorized to make sponsorship available to others without releasing Sponsor from any liability hereunder. ITC has the right to omit any company not paid in full by deadline above from the official Show Guide.
SPONSOR CANCELLATION: If Sponsor desires to cancel this contract, Sponsor may only do so by giving written notice thereof to ITC with evidence of receipt. In such event, Sponsor shall be liable for the following cancellation fee: 30% of the total cost of Sponsor’s participation if such cancellation is effective more than 240 days prior to the scheduled opening of the Event; 50% of the total cost of Sponsor’s participation if such cancellation is effective between 240 days and 120 days prior to scheduled opening of the Event; 75% of the total cost of the Sponsor’s participation if such cancellation is effective between 119 days and 90 days prior to event opening; and 100% of the total cost of Sponsor’s participation if such cancellation is effective within 89 days prior to scheduled opening of the Event. Payment of cancellation fee must be received by ITC within 15 days after cancellation. The effective date of any cancellation shall be the date ITC actually receives Sponsor’s written notice as specified above. Sponsor understands this cancellation fee has been incorporated into this contract as a valid pre-estimate of damages ITC will sustain which will not be capable of precise determination, and is considered to be liquidated and agreed-upon damages suffered as a result of Sponsor’s cancellation, and is not a penalty. Subsequent reassignment of canceled sponsorship shall not affect this cancellation assessment. If, within 14 days of the Event, government-issued travel advisories related to COVID-19 prohibit more than 50% of Sponsor’s registered staff from attending the Event, Sponsor will have the right to withdraw from the Event and either apply its payment to ITC 2022 (ITC’s next iteration of the Event) or receive refund of its payment less any direct expenses incurred by ITC in preparing for Sponsor’s participation at the Event, which will be no more than 30% of Sponsor Package Price.
CANCELLATION OF EVENT: If for any reason beyond ITC’s control (including but not limited to fire, casualty, flood, epidemic, earthquake, explosion, accident, blockage, embargo, governmental restraints, act of public enemy, riot or civil disturbance, inclement weather, impairment or lack of adequate transportation, inability to secure sufficient labor, technical or other personnel, municipal, state or federal laws, or act of God) (“Force Majeure Event”), the Event, or any part thereof, is prevented from being held, or the Facility becomes unavailable, unfit for occupancy or substantially interfered with, or it becomes otherwise commercially impractical to hold the Event, ITC may cancel the Event. In such event, ITC shall not be responsible for delays, damage, loss, increased costs, or other unfavorable conditions arising by virtue thereof, and Sponsor waives claims for damage arising therefrom. Upon any such termination, Sponsor may either apply its payment toward sponsoring the subsequent ITC event (generally held annually) or receive refund of its payment less any direct expenses incurred by ITC in preparing for Sponsor’s participation at the Event, which will be no more than 30% of Sponsor Package Price. 1 11
CHANGES TO EVENT DETAILS: If for any reason details of the Event, including without limitation the dates, should be changed, ITC will re-assign sponsorship to Sponsor. If the Event occurs within the calendar year in which the original Event was scheduled, that is 2021, or if the venue is reasonably similar to the Facility and located in Las Vegas, or if any other details change but are substantially similar to the original details (each a “Minor Modification”), Sponsor will continue its sponsorship under the terms of this contract at the new dates, venue, and/or details. If changes to the Event are not a Minor Modification and result from something other than a Force Majeure Event, Sponsor will have the option to either continue its sponsorship under the terms of this contract at the new date and/or new location or receive a refund of any amounts Sponsor has paid to ITC to date. If, however, changes to the Event are not a Minor Modification but do arise from a Force Majeure Event, and Sponsor does not wish to apply its payment toward sponsoring the Event at the new dates, Sponsor may receive a refund of any amounts Sponsor has paid to ITC to date less 30% of Sponsor Package Price. At no time will the amount refunded equal more than the amount the Sponsor has paid. ITC shall not be financially liable or otherwise obligated in the event that the Event is relocated or postponed for any reason.
LIMITATION OF LIABILITY; INDEMNITY: ITC and the Facility, and their respective officers, agents, employees or other representatives, shall not be held liable for, and each is hereby released from any damage, loss, harm, or injury to the person or property of Sponsor or any of its visitors, officers, agents, employees or other representatives, except to the extent resulting from the gross negligence or willful misconduct of ITC, or any of its officers, agents, employees or representatives. For clarity: Sponsor understands that the coronavirus pandemic may be ongoing at the time of the Event, and while ITC will take reasonable steps to ensure the safety of attendees, ITC shall have no liability arising therefrom. Sponsor and ITC shall mutually indemnify, defend, and hold harmless each other and their respective owners, directors, officers, employees, agents and representatives, from any and all claims, demands, suits, liability damages, loss, costs, attorneys’ fees, and expenses of any kind (“Losses”) resulting from any breach of this contract, subject to the foregoing limitation.
INSURANCE: ITC will have the proper insurance to cover the event and any damage caused by willful or neglectful acts by ITC. Sponsor understands that neither ITC nor the Facility, or their respective affiliates, maintains insurance covering Sponsor’s liability or property, and Sponsor is advised to obtain, at its sole expense, insurance for its exhibit material and products against loss or damage, and public liability insurance against injury to the person or property of others. Sponsor shall provide evidence of such insurance to ITC and the Facility upon request. It is understood all property of Sponsor is in its care, custody, and control in transit to, or from, or within the confines of the Facility, and neither ITC nor the Facility assumes any responsibility therefore.
DAMAGE TO FACILITY OR PROPERTY: Sponsor shall indemnify, defend, and hold harmless the Facility and its affiliated companies and their respective owners, directors, officers, employees, agents and representatives, from and against any and all Losses and third party claims arising from or in connection with from Sponsor’s participation in the Event (including displays, equipment and other property brought upon the Facility premises by Sponsor), its licensing and/or use of exhibition space hereunder, or any action or failure to act on the part of Sponsor or its officers, agents, employees, or other representatives. Sponsor is liable for any damage that Sponsor’s employees or representatives cause to Facility floors, walls or columns, and standard booth equipment in excess of ordinary wear and tear, and is fully liable for any damage to other sponsors’ property.
INTELLECTUAL PROPERTY: Sponsor represents and warrants that it holds the necessary rights to permit the use of the logo and other materials it provides to ITC for the purpose of this contract; and that the use, reproduction, distribution, or transmission of these materials will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Sponsor shall not violate any copyrights with respect to writings, music or other material used by it at the Event or at any affiliated function, and assumes sole liability and responsibility for the use and display of all copyrighted materials at the Event, and shall obtain any and all necessary licenses therefore.
LISTINGS AND PROMOTIONAL MATERIALS: By participating in the Event, Sponsor grants to ITC a fully-paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Sponsor in any ITC event directory (print, online or other media) that lists the sponsoring companies at the Event and to use such names in ITC promotional materials for the event. ITC shall not be liable for any errors in listings or descriptions or for omissions. Sponsor’s booth, sponsored items and personnel at the Event may be included in ITC photographs and used for ITC promotional purpose.
SPONSOR CONDUCT: Sponsor and its employees and representatives shall conduct itself/themselves in a manner in accordance with standards of decency and good taste. ITC reserves the right to reject, eject or prohibit any booth, in whole or in part, or any sponsor, its representatives or invitees, with or without given cause. If cause is not given, ITC’s liability shall not exceed the return of the amount of rental unearned at the time of ejection. If Sponsor or any portion of its exhibit is ejected for violation of applicable rules or for any other reason, Sponsor shall not be entitled to any refund of fees or payment by ITC of any other amounts.
AMENDMENT, INTERPRETATION: ITC shall have full power in the enforcement and interpretation of all terms, conditions and rules, and the power to make amendments and set further terms, conditions, and rules as it deems necessary and in the best interest of the Event. The connectives “and” and “or” shall be construed both conjunctively and disjunctively, the term “including” shall mean including without limitation, words in the singular include the plural, and words in the plural include the singular.
TAXES, LICENSES: Both parties shall be responsible for obtaining all licenses, permits and approvals under local, state or Federal law applicable to its activity at, and obtaining all tax identification numbers and paying all taxes, license fees and other charges that become due to any governmental authority in connection with the Event.
OBSERVANCE OF LAWS & REGULATIONS: Sponsor represents and warrants that it complies with, and agrees that it shall comply with, all ITC rules and regulations. Both parties shall abide by and observe all laws, rules, regulations, codes and ordinances of any applicable government authority, all rules of the Facility and the jurisdiction in which the Facility is located (now in effect or hereinafter promulgated).
AGREEMENT TO TERMS, CONDITIONS AND RULES: Both parties agree to observe and abide by the foregoing terms, conditions and rules, those contained in the Exhibit Service Manual (ESM) due June 2021, and by such additional terms, conditions and rules made by ITC from time to time for the efficient and safe operation of the Event all of which constitute a part of this Agreement. The rights of ITC under this contract shall not be deemed waived except as specifically stated in writing and signed by an authorized representative of ITC.
ENTIRE AND BINDING CONTRACT: This contract constitutes the entire contract between ITC and Sponsor with respect to the subject matter herein and supersedes all prior written and oral contracts or statements not referenced herein. No representation, statement, condition, warranty or contract not contained or referenced in this contract shall be binding or have any force or effect whatsoever.
NO WAIVER: The failure of either party to enforce any of their rights under this contract shall not constitute a waiver or modification of this contract, and either Sponsor or ITC may, within the time provided by applicable law, take appropriate action to enforce any such rights.
SEVERABILITY: If any term or provision of this contract shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this contract shall not be affected thereby, but each term and provision hereunder shall be valid and enforced to the fullest extent permitted by law.
MODIFICATIONS/ASSIGNMENT: No supplement, assignment, amendment or modification of this contract shall be effective unless it is in writing and signed by both ITC and Sponsor.
ATTORNEY’S FEES: In any action or proceeding which either party brings against the other to enforce its rights hereunder, the unsuccessful party shall pay all costs incurred by the prevailing party, including reasonable attorneys’ fees, which amounts shall be a part of the judgment in said action or proceeding.
GOVERNING LAW: This contract is governed by the laws of the State of Delaware as applied to contracts entered into and performed within such state. Sponsor agrees that the courts located in the State of Delaware shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or breach of any provision of this contract. Sponsor waives any right to assert lack of personal or subject matter Jurisdiction.
1Sponsor produced content must be approved by ITC. Thought Leadership Packages are intended to showcase company’s current abilities and not highlight material or capabilities no longer offered.
2Booths include Pipe & Drape and Wi-Fi only. Electricity, hard wire internet, etc. will be available through event vendors and are NOT included in sponsorship package pricing.
3Kiosks include kiosk branding, 500-watt electric outlet & Wi-Fi. Additional items such as hard wire internet, graphics, etc. will be available through event vendors and are not included in package pricing. Must meet Startup qualifications: Fewer than 30 staff and/or less than three years in market. All kiosk sponsors are subject to ITC approval.
4Staff registrations must be assigned by deadline or they are void. Staff registrations are for those employed at sponsor’s company only. Additional staff registrations are available at discount rate of $1495 each prior to June 25, 2021 and $1695 after June 25, 2021.
5Client and Prospect Passes include full access to ITC. Complimentary passes not available to those who have already registered, vendors or sponsor staff. And, to both avoid such conflicts and the limited nature of such passes, Sponsors must submit Client name and company to ITC to approve/confirm passes in advance. Deadlines apply.
6 If the sponsor chooses to have a back wall they may design it to span the entire 10’x20’ booth space.