Sponsor Terms and Conditions
Capitalized words not defined but used in these Terms and Conditions shall have the meaning given to them in the Order Form.
- Event Organization
Dow Jones will conduct, market and promote the Event and retain any revenues collected in relation to the same with no revenue share obligation to Sponsor. All physical, administrative and other organizational arrangements with respect to the Event shall be in Dow Jones’ sole discretion. A “Tier One Sponsor” (principal sponsor, co-sponsor, category sponsor or similar) may make recommendations with respect to Event arrangements, which Dow Jones may accept or reject in its sole discretion.
- Payment of Invoices and Taxes
Payment is due within 30 days of receipt of the applicable insertion order’s invoice from Dow Jones. Sponsor shall be responsible for all applicable sales, value-added and other such taxes or duties (including withholding tax but excluding income taxes imposed on the income of Dow Jones) payable in respect of this Agreement. Should Sponsor fail to make any of the payments under this Section by the relevant due date, then Dow Jones may require Sponsor to pay interest at a rate of 1.5% per month, accruing daily, on the amount due.
- Advertising Materials
Each party will bear all costs of, and have sole responsibility for, creating any advertisement graphics, artwork, copy, content and other components to be provided by the party pursuant to the Order Form. Notwithstanding the foregoing, Sponsor acknowledges and agrees that all advertisements will be placed on a “space available” basis at a date and time at Dow Jones’ sole discretion. Any advertisement copy, as with all Sponsor promotion under this Agreement, shall be subject to the prior written approval of Dow Jones, such approval not to be unreasonably withheld or delayed. Sponsor must place advertising orders within a reasonable lead time in order to allow fulfilment of such orders in a timely manner. Except as otherwise agreed in writing by the parties, materials for: (a) print advertisements shall be submitted at least seven (7) days prior to the scheduled insertion/ publication date; and (b) online advertisements shall be submitted at least five (5) days prior to the scheduled start date.
- Trademarks and Intellectual Property
Sponsor acknowledges that the Dow Jones Trademarks and any other trademarks, trade names, designs, copyright information, presentation materials, product identifications, artwork or other intellectual property relating to the Event, and all goodwill therein, are and shall remain the property of Dow Jones (or its licensors). Except as otherwise provided herein, each party’s Trademarks, trade names, designs, product identifications, and artwork, and all goodwill therein, are and shall remain the property of such party. Each party agrees to abide by the other’s reasonable instructions and guidelines for use of the Trademarks, including, without limitation, the display of trademark and service mark registration symbols and notices. Each party agrees not to use any other word, trademark, service mark, brand name, trade name, symbol, design or the like, or register or obtain a license to any domain name that is similar to or may be confusingly similar to the other’s Trademarks. Save as expressly provided, neither party shall make, publish or distribute any public announcements, client training materials, customer newsletters, press releases, advertising, marketing, promotional or other materials (in print, electronically or otherwise) that use the other party’s Trademarks, without prior approval of the same. In no case shall this Agreement be construed to grant any rights to either party to use any Trademarks of the other party after the expiration or earlier termination of this Agreement. All rights other than those expressly granted hereunder are reserved.
- Force Majeure
Dow Jones will not be liable to Sponsor for any failure to comply with any of the terms or conditions of this Agreement (including but not limited to where the Event is considered inadvisable, illegal, impracticable or impossible and is altered, rescheduled, postponed or cancelled) due to fire, weather, disaster, or other acts of God; labor dispute or strike; acts of war or terrorism; government restrictions; suspension, and/or restriction on transportation facilities/means of transportation; or any other emergency; or any other event or circumstance beyond the reasonable control of Dow Jones.
- Term and Termination.
- This Agreement shall commence on the Effective Date listed on the Order Form and, unless otherwise terminated earlier as provided below, will terminate upon the conclusion of the Event.
- This Agreement may be terminated as follows:
- if either party commits a material breach of this Agreement (including but not limited to non-payment) and fails to remedy such breach within 7 days of receiving written notice thereof by the non-breaching party (“Notice of Breach”), the party giving such notice may then deliver a second written notice to the breaching party terminating this Agreement, whereby this Agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice; or
- if a receiver is appointed over any assets of either party or if either party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business, the other may terminate by giving written notice with immediate effect;
- Dow Jones may terminate in the event of: (1) the consummation of a reorganization, merger, consolidation or sale or other disposition of substantially all of the assets of Sponsor; or (2) a change in control of Sponsor, where “control” shall mean (x) ownership of the majority of the voting equity interest or (y) having the legal and practicable ability to procure compliance with the terms and conditions of this Agreement; then Sponsor must give prompt written notice of such change in control, and Dow Jones at its option may, within 30 days after receipt of such notice, terminate this Agreement immediately by delivering written notice.
- Notwithstanding termination or expiration of this Agreement, any option to renew in the Order Form will remain in effect for a period of 45 days following the Event. In addition, all sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnification, and limitations of liability. Upon and after the expiration or termination of this Agreement, the parties shall cease all use of the Confidential Information and/ or Trademarks of the other party.
- Each party represents and warrants that it has the right to enter into and fully perform this Agreement in accordance with its terms.
- If providing any for use, Sponsor further represents and warrants that: (i) the Sponsor Trademarks do not infringe the trademarks, service marks, trade names or other rights of any other person; and (ii) any advertising materials pursuant to Section 3 shall conform with applicable content standards of the territories in which the materials are to run, are fully cleared for use in the relevant territories and will not infringe the copyright, trademark rights or other intellectual property rights of third parties.
- Liability and Disclaimer.
- To the extent applicable, Sponsor shall ensure that all its attendees are aware of and will comply with terms no less onerous than those set out in this Agreement. Sponsor acknowledges that it shall be liable for the acts and omissions of its attendees as if they were acts or omissions of Sponsor hereunder.
- Except for any claims, losses or damages arising from or in connection with: (i) either party’s breach of the confidentiality obligations; or (ii) either party’s indemnification obligations, each as set forth in this Agreement (all of which shall be unlimited and uncapped), neither party and its affiliates, shareholders, directors, officers, employees and licensors will be liable (jointly or severally) to the other party nor any of its affiliates, shareholders, directors, officers, employees and licensors, for any of the following types of loss: any loss of business or business opportunity, lost profits, loss of anticipated savings, lost revenues, or loss of reputation or goodwill; any indirect or consequential loss; or any special, incidental, punitive, and/or exemplary damages (collectively, the “excluded damages”) howsoever arising, whether or not characterized in tort, negligence, breach of statutory duty, contract, or other basis of liability, even if either party had been advised of the possibility of, or could have foreseen, any of the excluded damages. Except as provided herein, in no event will the liability of either party arising out of, or in connection with, any claim related to this Agreement (including, without limitation, its formation or termination) or the subject matter hereof exceed the fees paid by Sponsor to Dow Jones hereunder during the 12-month period prior to such claim.
- If any applicable authority holds any term (in whole or in part) of this Agreement to be unenforceable, then the parties’ liability will be limited to the fullest possible extent permitted by applicable law.
- Dow Jones shall not be liable directly or indirectly for any loss or damage to property belonging to, or for any personal injury incurred by, attendees at the Event (save for personal injury caused by Dow Jones’ negligence). In the event of any damage caused by Sponsor’s attendees to property or equipment in use at the Event, except by fair wear and tear, Sponsor will be charged the full replacement cost. Any damage must be reported to a member of Event staff immediately.
- Dow Jones’ decision on whether an attendee can attend is final. Dow Jones reserves the right to send away any person who in its judgment is found to be unmanageable or a danger to the safety or enjoyment of others. In such circumstances, no refund will be given.
- The speakers, agenda, timing, venue and content are at the sole discretion of Dow Jones and may be subject to change without notice. Sponsor acknowledges and agrees that any presentations, hand-outs or other content to be delivered or provided at the Event are for general informational purposes only and not intended to constitute or substitute legal, financial or other professional advice. Sponsor should not take any actions based on the Event without seeking appropriate professional advice. Dow Jones accepts no responsibility for the views or opinions as expressed by the speakers, chairman or any other persons at the Event.
- By Dow Jones. If an unrelated third party brings a claim against Sponsor or its affiliated companies, directors, officers, employees or independent contractors (the “Sponsor Indemnified Parties“) for trademark infringement, which claim arises out of Sponsor’s use or publication of the Dow Jones Trademarks as permitted in this Agreement, then Dow Jones, at its expense, will defend such claim and will indemnify and hold harmless the Sponsor Indemnified Parties from and against any damages assessed or awarded for such claim by a court of competent jurisdiction or pursuant to an arbitration proceeding, or any amounts due pursuant to a settlement of such claim.
- By Sponsor. If an unrelated third party brings a claim against Dow Jones or its affiliated companies, directors, officers, employees, or independent contractors (the “Dow Jones Indemnified Parties“) arising out of Dow Jones’ use or publication of: the Sponsor Trademarks; Sponsor’s advertising materials; any Sponsor prizes for goodie bags; and/or any similar Sponsor contributions, each as permitted in this Agreement, then Sponsor, at its expense, will defend such claim and will indemnify and hold harmless the Dow Jones Indemnified Parties from and against any damages assessed or awarded by a court of competent jurisdiction or pursuant to an arbitration proceeding, or any amounts due pursuant to a settlement of such claim.
Sponsor and Dow Jones agree that in the performance of this Agreement each party may have access to private or confidential information of the other party which either is marked as “confidential” or the receiving party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other party (“Confidential Information”). Each party shall hold such information in confidence and not, without the consent of the other, use it for any purpose other than in performance of this Agreement or disclose it to a third party except to: (i) employees or representatives of the receiving party, or its affiliated companies, on a need to know basis in relation to the obligations under this Agreement, provided such persons are subject to obligations of confidence no less stringent than those in this Agreement, or (ii) the receiving party’s professional advisers who are under fiduciary or other duties of confidentiality which are no less stringent. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving party or becomes known to the receiving party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any Confidential Information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the receiving party (provided it is permitted to do so) will provide notice to the disclosing party reasonably sufficient to allow the disclosing party the opportunity to apply for a protective order or other restriction regarding such disclosure. All Confidential Information will remain the exclusive property of the owner. No public announcement, press release or communication concerning this Agreement shall be made without the prior consent of the other party.
- General Terms.
- No Joint Venture or Partnership. This Agreement shall not be deemed to create a joint venture, partnership, principal-agent, employer-employee or similar relationship between Sponsor and Dow Jones. Except as provided for in this Agreement, neither party will have any right or authority and will not attempt to enter into any contract, commitment or agreement, or incur any debt or obligation of any nature in the name of or on behalf of the other party.
- Invalidity/Severability. The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, all of said provisions being inserted conditionally on their being considered legally valid, and this Agreement shall be construed and performed in all respects as if such invalid or unenforceable provision(s) were omitted.
- Notices. All notices required or permitted to be made under this Agreement shall be in writing and shall be deemed to have been duly given when received by prepaid certified or registered mail at the addresses on the Order Form, or such other address as either party may designate in writing to the other party for this purpose.
- Governing Law. The Agreement will be subject to the laws of the State of New York. Both parties submit to the exclusive jurisdiction of the federal and state courts located in New York County, New York.
- Neither party shall assign this Agreement without the prior written approval of the other party, except that Dow Jones may assign this Agreement to its affiliates without Sponsor’s consent.
- Complete Agreement. This Agreement represents the entire agreement between the parties and supersedes all other agreements, if any, express or implied, whether written or oral. Any modifications or amendments to this Agreement must be in writing and signed by both parties. No other purchase order or similar terms shall be binding on the parties.