This Symposium 2020 Sponsorship and Exhibitor Agreement (“Agreement”), dated as of the submission of this application (the “Effective Date”) is made and entered into by and between WealthCounsel, LLC, a Nevada limited liability company (“WealthCounsel”) and the application submitting company (“Sponsor/Exhibitor”).
WealthCounsel is producing its annual education and networking event, Symposium 2020, scheduled to be held at the Hyatt Regency - Convention Center in Denver, Colorado (the “Hotel”) on July 20 through July 24, 2020 (“Symposium”). Exhibitor/Sponsor desires to be an exhibitor at or sponsor of Symposium in accordance with the terms of this Agreement.
In exchange for good and valuable consideration, the sufficiency of which is hereby acknowledged, Sponsor/Exhibitor and WealthCounsel agree as follows:
WealthCounsel agrees to accept Exhibitor/Sponsor to be an exhibitor at or Sponsor of Symposium in accordance with the terms of this Agreement.
WealthCounsel makes no representations or warranties, express or implied, regarding the number, quality or character of persons who will attend the Symposium, or regarding any other matters. This Agreement states the entire agreement between WealthCounsel and Sponsor/Exhibitor with respect to Symposium, and supersedes any and all prior agreements and understandings, written and oral, between the parties with respect to Symposium. This Agreement may not be amended without WealthCounsel’s prior written consent.
All events held by Sponsor/Exhibitor at the Hotel during the Symposium must be pre-approved by WealthCounsel no later than June 19, 2020.
A list of names of those serving as exhibit booth representative names must be provided to WealthCounsel no later than June 30, 2020. Name badges will be issued and must be worn by booth representatives while on the exhibit hall floor.
EXHIBIT HALL/BOOTH ASSIGNMENTS
Booths will be assigned, in WealthCounsel’s sole discretion, on a first-come, first-served basis, and subject to payment in full of all applicable exhibitor/sponsor fees. WealthCounsel reserves the right to relocate Sponsor/Exhibitor’s exhibit hall or booth assignment at any time, in WealthCounsel’s sole discretion.
Sponsor/Exhibitor shall confine all of its activities to the space designated by WealthCounsel. Sponsor/Exhibitor is not permitted to use strolling entertainment or to distribute literature, samples, or other materials or handouts except from its designated booth space. WealthCounsel reserves the right to prohibit the distribution of items which WealthCounsel deems or reasonably believes to be illegal, offensive, objectionable or unrelated to the interests and educational value of WealthCounsel Symposium Attendees.
PAYMENT FOR EXHIBIT SPACE
Exhibitor/Sponsor agrees to pay to WealthCounsel for an exhibitor booth or sponsorship the amount set forth on the attached Exhibit A, which is incorporated by reference. Credit card payments can be made by Visa, MasterCard, American Express or Discover. No other credit cards will be accepted. Checks shall be made payable to WealthCounsel and mailed to Post Office Box 7188, Salt Lake City, UT 84171. WealthCounsel shall have no obligation to perform any of its obligations under this Agreement, including offering or assigning an exhibit booth, or allowing a sponsorship, until all such amounts have been paid in full. If payment in full is not made by June 30, 2020, then this Agreement shall be void.
RULES, REGULATIONS, SAFETY AND SUITABILITY
Sponsor/Exhibitor will abide by all Hotel rules and regulations . WealthCounsel reserves the right to determine the suitability and appropriateness of all exhibits and the attire and conduct of all exhibit personnel and to regulate the same at its sole discretion. Sponsor/Exhibitor must provide the necessary safety items to protect Symposium attendees, other exhibitors and third parties from equipment that is operable or from any other material, processes, or operations that might cause bodily harm. Sponsor/Exhibitor will not use any copyrighted music or dramatic materials or any other property owned by a third party without first obtaining licenses for the use of the same. Sponsor/Exhibitor will not discriminate against any person in connection with admission to its booth, services rendered or privileges offered, on the basis of race, creed, ancestry, sexual orientation, disability, color, sex, marital status, age, religion or national origin.
All requests for cancellation of booth space or sponsorship for which payment in full has been made must be delivered to WealthCounsel in writing. Written notice can be submitted via email to firstname.lastname@example.org. Cancellations received prior to June 30, 2020, will be refunded, less an administrative fee of $500. Except as otherwise expressly provided in this Agreement, no refunds will be made after June 30, 2020.
In the event Sponsor/Exhibitor fails to comply with this Agreement, or if in WealthCounsel’s discretion the sponsorship or exhibit is not consistent with WealthCounsel’s brand, goals, or objectives for Symposium, WealthCounsel may terminate the sponsorship or exhibit of Sponsor/Exhibitor, remove or cause Sponsor/Exhibitor to remove its exhibit, refuse access to the exhibit hall, or cancel a sponsorship or exhibitor registration, including during Symposium. WealthCounsel also reserves the right to restrict or prohibit all or any portion of any exhibit which WealthCounsel, in its sole discretion, determines to be objectionable or not in keeping with the character and tone of the exhibit hall. In the event of a cancellation, restriction, or prohibition, WealthCounsel will not be liable for reimbursement of any expenses incurred by Sponsor/Exhibitor, and will not refund any portion of the exhibit fees paid by Sponsor/Exhibitor.
NON COMPETITIVE ACTIVITIES
Companies with products or services which directly compete with the products and services provided by WealthCounsel will not be permitted to exhibit at the Symposium. Should registration be accepted prior to knowledge of the competitive product/service, Sponsor/Exhibitor participation will be cancelled and a full refund will be issued, less an administrative fee of $500. If Sponsor/Exhibitor promotes a product or service at Symposium which competes with the products and/or services of WealthCounsel, Sponsor/Exhibitor agrees to depart the Hotel immediately upon WealthCounsel’s request. In such event, the exhibit fee paid by Sponsor/Exhibitor will be forfeited and no refund will be issued by WealthCounsel.
LIMITATION OF LIABILITY
The opportunity to exhibit at or sponsor Symposium is provided on an “as is” basis, without any warranty of any nature. WealthCounsel expressly disclaims any and all warranties, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. WealthCounsel’s entire and cumulative liability to Exhibitor/Sponsor, or any other party, for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement or the Symposium, shall not exceed an amount equal to the fees paid by Exhibitor/Sponsor to WealthCounsel for Symposium. Without waiver of the foregoing limitation, in no event shall WealthCounsel be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if WealthCounsel has been advised of the possibility of such damages.
INSURANCE AND INDEMNIFICATION
Sponsor/Exhibitor assumes entire responsibility and liability for losses, damages, and claims arising out of Sponsor/Exhibitor’s activities on the Hotel premises. Sponsor/Exhibitor agrees to indemnify, defend, and hold harmless WealthCounsel and its officers, directors, employees, agents, successors, and assigns from and against any and all losses resulting from any action arising out of or related to: (i) the Sponsor/Exhibitor materials, solely as used, presented, displayed, and distributed without alteration and otherwise in strict compliance with this Agreement or (ii) Sponsor/Exhibotor's breach of any representation, warranty, covenant, or obligation of Sponsor/Exhibitor under this Agreement, including but not limited to, claims, losses and damages to persons or property, governmental charges or fines and attorney’s fees arising out of or caused by Sponsor/Exhibitor’s transportation, installation, removal, maintenance, occupancy, display or use of exhibits, or of the exhibition premises or a part thereof, excluding any such liability caused by the sole negligence of WealthCounsel and the delivery of any communications using the Attendee list identified in this Agreement. Such indemnification obligation will include the payment of all reasonable attorney’s fees and expenses.
In addition, Sponsor/Exhibitor acknowledges that WealthCounsel and Hotel have no obligation to maintain insurance covering Sponsor/Exhibitor’s property, and that such insurance is the sole responsibility of Sponsor/Exhibitor. Sponsor/Exhibitor agrees as a condition to any sponsorship or exhibition to obtain business interruption and property damage insurance covering any losses by Sponsor/Exhibitor, in addition to general liability and casualty insurance in amounts acceptable to WealthCounsel. Sponsor/Exhibitor further agrees to obtain and maintain workers compensation insurance required by applicable state law. Upon request of WealthCounsel, Sponsor/Exhibitor agrees to cause WealthCounsel to be named as an additional insured under Sponsor/Exhibitor’s insurance policy, and to deliver to WealthCounsel a certificate of insurance evidencing compliance with this Agreement. All property of Sponsor/Exhibitor will remain under Sponsor/Exhibitor’s custody and control, including in transit to, within, or from the confines of the exhibit hall, subject to this Agreement. Sponsor/Exhibitor agrees to take precautionary measures to protect its property, such as securing small or easily portable articles of value including laptop computers, tablets, cell phones and ancillary devices, including but not limited to, cables of any type.
Sponsor/Exhibitor shall be solely responsible for the protection of its property and its confidential and proprietary information, and for obtaining insurance as provided in this Agreement. WealthCounsel shall, in any event, have no obligation to provide security services and makes no representation or warranty whatsoever and disclaims all liability with respect to security of the Hotel premises or Sponsor/Exhibitor's goods or equipment. Sponsor/Exhibitor hereby releases and shall hold WealthCounsel harmless with respect to the same.
Except as expressly provided in this Agreement, WealthCounsel does not grant to Sponsor/Exhibitor a license or any other right to use or display any of WealthCounsel’s trademarks, whether federally registered or common law, including, without limitation, WEALTHCOUNSEL, registration no. 3973193, MISCELLANEOUS DESIGN, registration no. 4346074, and SYMPOSIUM 2019 (STYLIZED/DESIGN). WealthCounsel’s trademarks may be used for communications to Symposium attendees only with prior written approval of WealthCounsel. Any proposed artwork or draft email communications may be delivered to email@example.com for consideration. Sponsor/Exhibitor agrees not to refer to the Symposium by any other name, except Symposium 2020. Sponsor/Exhibitor grants WealthCounsel a fully-paid, perpetual non-exclusive license to use, display, and reproduce Sponsor/Exhibitor's name, trade names, trademarks, and product names (collectively, “Sponsor Marks”) in any directory, print, electronic, or other media or list of persons participating at the Symposium, and to use such names and trademarks in WealthCounsel promotional materials. WealthCounsel is not liable for any errors or omissions in any such use or publication. WealthCounsel shall also have the right to take photographs and videos of Sponsor/Exhibitor's booth space, exhibit, and personnel during, before or after the open hours of the Symposium, and use and display such photographs and videos, including online, and on other public platforms, and in all other media, in connection with the marketing and business development efforts of WealthCounsel, including, without limitation, for Symposium, and for future conferences and meetings. Sponsor/Exhibitor hereby authorizes the use of images and video footage of any Sponsor/Exhibitor employee, independent contractor, or invitee.
Sponsor/Exhibitor represents and warrants that the Sponsor Marks and WealthCounsel's use thereof without alteration and otherwise strictly in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third party.
Sponsor/Exhibitor acknowledges that the Symposium may be recorded, transmitted and reproduced in any form, including but not limited to digital formats, and hereby authorizes and grants a perpetual and royalty free license to WealthCounsel, and its designees, to record, transcribe, modify, reproduce, create derivative works, publicly perform, display, distribute, redistribute, and transmit in any form and for any purpose any such recording of the Symposium. Sponsor/Exhibitor hereby releases WealthCounsel, and its designees, from, and waives all claims it may have, now or in the future, in connection with such activities, and specifically waives any statutory restriction on waivers of future claims or moral rights.
ACTS OF GOD In the case of cancellation of the Symposium, or unavailability of the exhibit hall, due to acts of god, war, threats or acts of terrorism, governmental authority, fire, strike, labor disputes, or any other cause beyond the reasonable control of WealthCounsel, WealthCounsel’s obligations under this Agreement shall terminate, and WealthCounsel shall not be responsible for any damages or expenses incurred by Sponsor/Exhibitor in connection with the Symposium. If Symposium is cancelled as provided in this paragraph, WealthCounsel shall provide a partial refund of the fees paid to Sponsor/Exhibitor, less an administrative fee of $500.
GOVERNING LAW; SUBMISSION TO JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without reference to conflict of law principles thereof. Sponsor/Exhibitor acknowledges that by entering into this Agreement, Sponsor/Exhibitor has transacted business in the State of Utah. By transacting business in the State of Utah by agreement, Sponsor/Exhibitor voluntarily submits and consents to, and waives any defense to the jurisdiction of courts located in Salt Lake County, State of Utah, as to all matters relating to or arising from this Agreement.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Any failure by Sponsor/Exhibitor to comply with the terms of this Agreement shall constitute a material default by Sponsor/Exhibitor, and WealthCounsel may exercise any and all of its rights and remedies, including the right to terminate this Agreement, and any exhibit or sponsorship.
WealthCounsel may provide to Exhibitor/Sponsor a list of Symposium attendees (“Attendees”). By accepting delivery of the list of Attendees, Sponsor/Exhibitor agrees to the following terms and conditions:
- Attendee names, postal and email addresses are made available to Sponsor/Exhibitor for communications which are germane to the professional, consumer, or community interests of Attendees.
- Distributed communications to Attendees must be sent within 60 days from the date of receipt of the list of Attendees. No communications to Attendees are permitted after October 15, 2020.
- The list of Attendee contacts and addresses may be used only one time for a single email or communication to the Attendees on the list.
- Contact information for Attendees may not be added or imported into Sponsor/Exhibitor’s database.
- Sponsor/Exhibitor will not copy, replace, or duplicate the names and addresses of any Attendee, or any portion of the database, or extract or retain any such information.
- Sponsor/Exhibitors will not at any time permit distribution, or allow or cause to be distributed, any Attendee names and addresses to or by any other person, association, organization or company. Sponsor/Exhibitor agrees to forward promptly following receipt, any email messages, letters, or other documents or communications (or copies thereof) containing complaints by Attendees regarding Sponsor/Exhibitor’s communications to Attendees, including any complaints regarding any services or products offered by Sponsor/Exhibitor.
This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.