STANDARD TERMS & CONDITIONS FOR CREtech 2024 Events

1. Copyright and Distribution Rights; Editorial Process.

• All externally published (and CREtech branded) deliverables, all rights to the research process, results and final work product, including interview and survey data, and copyright (print and electronic versions), will be the exclusive property of CREtech.
• CREtech grants non-exclusive and unlimited distribution rights to Sponsor to distribute the print and electronic versions of the CREtech research report, without modification, at its discretion, for up to eighteen (18) months from the date of publication.
• CREtech grants non-exclusive and unlimited distribution rights to Sponsor to link to the planned YouTube video highlights from the conference without modification, at its discretion, for up to eighteen (18) months from the date of final production.
• CREtech grants Sponsor the ability to selectively quote portions of the CREtech research report, so long as it is used in its contextual entirety, adequately cited and without errors.

b. CREtech Editorial Process and Guidelines.  CREtech retains final editorial control over all editorial output, including branding.

2. Materials.  

Upon execution of this Agreement, Sponsor shall deliver to CREtech and/or CREtech’s sponsorship agent all logos, artwork, editorial/creative content and marketing materials to be used for its branding, signage, literature display, logo listing, and live stage session (if applicable) in the Event program (collectively, “Advertising and Promotional Benefits”) within the requested timeline for each asset by CREtech and/or CREtech’s sponsorship agent, or as outlined in the contract terms above. If deadlines are not met by Sponsor, CREtech has the right to remove, assign or obtain deliverables at their discretion in order to ensure that the programming of the associated Event is not disrupted or delayed.

3. Use of Intellectual Property.  

Each party acknowledges that it does not have ownership rights in the other party’s copyrights, trademarks, trade names, and service marks, whether or not registered (the “Intellectual Property”), and neither party shall use or publish, in any medium, any Intellectual Property of the other party without the prior written consent of the owner of the Intellectual Property.  License to use Sponsor’s Marks. Sponsor grants CREtech the right to use Sponsor’s trademarks, trade names, logos, and company descriptions as prepared and delivered to CREtech by Sponsor (“Sponsor’s Marks”). Sponsor grants CREtech the right to use Sponsor’s Marks in any medium of advertising, marketing materials, and/or promotional goods distributed solely in conjunction with the Promotional Agreement.

3A. Exhibitor Intellectual Property.

Exhibitor warrants that it owns the rights to or is licensed for all intellectual property (patent, copyright, trademark, etc.) to be used by Exhibitor for promotion or exhibition at CREtech Event, and agrees to defend, at Exhibitor’s expense, and to hold harmless and indemnify CREtech for any claims or action brought against CREtech, or their respective officers, employees, partners, or agents, and any damages, losses or costs incurred by CREtech, or their respective officers, employees, partners, or agents, including court costs and reasonable attorney’s fees, arising from or related to any dispute concerning Exhibitor’s intellectual property rights.

4. Cancellation or Change of Event.

If CREtech, in its sole discretion, changes the Event Dates or the Event Sites, or cancels the Event, CREtech’s sole liability to Sponsor shall be to notify Sponsor as far in advance as feasible of such changes or cancellation. In the event that the Event is canceled other than due to the occurrence of Force Majeure (as defined below), and Sponsor cannot attend the Event during the rescheduled time period or at the rescheduled site, CREtech’s sole responsibility shall be to refund all deposits previously paid by Sponsor, prorated based on any Advertising and Promotional Benefits actually delivered by CREtech as of the date of the cancellation of the Event. Should CREtech terminate this Agreement pursuant to the provisions of this section, Sponsor waives claims for damages arising therefrom.

5. Force Majeure.

Any delay or failure of either party to perform its obligations under this Agreement shall be excused to the extent that it is caused by Force Majeure.  For this purpose, “Force Majeure” shall mean an act of God (including, but not limited to, hurricanes and tropical storms), war (declared or undeclared), sabotage, insurrection, riots, other acts of civil disobedience, epidemic, pandemic, full or partial shutdown of the venue chosen for the event, acts of a public enemy, acts of terrorism, acts of any government or subdivision thereof affecting the terms of this Agreement or otherwise, accident, fire, explosion, nuclear events, or any labor dispute, failure or delay of shippers, or unavailability of components, spare parts, or units, or any other act or circumstance that is beyond the reasonable control of the nonperforming party and for which no blame or fraud can be imputed to the nonperforming party. The party whose performance is affected by the Force Majeure event or condition shall (a) provide written notice concerning its inability to perform or delay in performance to the other party within 15 business days of the occurrence of such Force Majeure event or condition and (b) exercise its best efforts to perform and remove such Force Majeure event or condition as soon as possible.  The suspension of any obligations owing to Force Majeure shall neither cause the term of this Agreement to be extended nor affect any right accrued under this Agreement prior to the commencement of the Force Majeure condition.

5A. Events of COVID-19 and Similar Viruses/Epidemics/ Pandemics. 

Subject to sections 4 and 5 above and without limiting the language of those sections, each party acknowledges and agrees that the event(s) to which the sponsorship pertains may be limited by or require modification as a result of the presence of the novel coronavirus designated as “COVID-19” and/or similar viruses, epidemics or pandemics whether or not directly related to COVID-19 and/or the related actions and measures of governmental and quasi-governmental agencies and bodies (collectively, “COVID-19 Events”).  If a COVID-19 Event occurs, CREtech will notify Sponsor about any modifications or cancellations of the event(s) to which the sponsorship pertains.  CREtech reserves the right, at its sole discretion, to convert the event(s) to a virtual/on-line event(s) that would be hosted on an Internet-based digital or virtual platform (“Virtual Event”) and Sponsor agrees that this agreement would be automatically modified to reflect such decision and participate in such event(s) as a Sponsor pursuant to this Agreement as modified.

6. Cancellation by Sponsor.

CREtech must receive written notification from Sponsor of any cancellation. If the cancellation fee due to CREtech exceeds the amount previously paid by Sponsor to CREtech, Sponsor must pay the balance to CREtech within thirty (30) days of receipt of written cancellation notice. If the cancellation fee due to CREtech is less than the amount previously paid by Sponsor to CREtech, CREtech will refund the balance to Sponsor within thirty (30) days of cancellation. Subsequent reassignment of canceled space does not relieve Sponsor of the obligation to pay the cancellation fee.

a. If written notice of cancellation is received by CREtech greater than one hundred twenty (120) days prior to the first day of the Event, Sponsor shall pay a cancellation fee equal to 25% of the canceled sponsorship and/or exhibit fee.

b. If written notice of cancellation is received by CREtech from one hundred nineteen (119) days to ninety-one (91) days prior to the first day of the Event, Sponsor shall pay a cancellation fee equal to 50% of the sponsorship and/or exhibit fee.

c. If written notice of cancellation is received by CREtech less than ninety (90) days prior to the first day of the Event, Sponsor shall pay a cancellation fee equal to 100% of the canceled sponsorship and/or exhibit fee.

d. If Sponsor does not notify CREtech of cancellation and fails to set up by 3 p.m. NYC local time the evening before the first day of the Event, CREtech will consider the space canceled and Sponsor will be responsible for all fees according to the cancellation policy. CREtech may use the allocated space in any way it deems appropriate.

7. Termination by CREtech.

a. CREtech shall have the right to terminate this Agreement immediately at any time upon written notice to Sponsor in the event that Sponsor, its directors, managers, officers, agents or employees, or any affiliates thereof, performs any act or engages in any behavior that, in the sole and exclusive opinion of CREtech, causes or may cause material harm to CREtech’S image or reputation. In the event of termination of this Agreement by CREtech pursuant to the immediately preceding sentence, CREtech shall be under no obligation to refund, in whole or in part, any payments or deposits made by Sponsor prior to such termination under this Agreement.

b. CREtech shall have the right to terminate this Agreement immediately upon written notice to Sponsor in the event that CREtech refunds in full any deposits (with such deposits prorated based on any Advertising and Promotional Benefits actually delivered by CREtech as of the date of termination) previously paid by Sponsor.

8. Liability of Sponsor.

a. Sponsor’s Property. Sponsor is solely responsible for its own demonstration materials and products and should insure products from all loss or damage. Sponsor acknowledges that all of its property is in its care, custody, and control in transit to and from, or within the confines of, the demonstration hall. Sponsor agrees not to make any claims against CREtech for loss, theft, damage, or destruction of property, or injury, including death, to itself, its employees, agents, or representatives, unless caused by the sole negligence or willful misconduct of CREtech.

b. Property of Others. Sponsor is liable for any damage caused to building floors, walls, or columns, and/or to standard booth equipment, and/or to other sponsors’ property, including, without limitation any injury or damage resulting from Sponsor’s failure to distribute the demonstration materials and products in conformity with the maximum floor load specifications or to comply with any of the Event rules and regulations.

c. Event Costs. Sponsor is responsible for all expenses associated with its demonstration materials and products, equipment, exhibits, demonstration booth(s) and all space utilized by Sponsor surrounding the demonstration booth(s). Sponsor expressly acknowledges that it is responsible for all activation and electricity costs associated with its demonstration materials and products and its demonstration booth(s) unless listed in Section 3 Sponsorship Deliverables.

9. Insurance and Exhibitor Appointed Contractors (EACs).

a.  Liability Insurance: All exhibiting companies are required to have liability insurance coverage for their area at the Event. Sponsor must name CREtech as an additional insured on the policy. A Certificate of Insurance (COI) must be on file with CREtech prior to the Event. This COI must cover all potential incidents that could occur during the Event.

b.  Exhibitor Appointed Contractors (EACs): If Sponsor plans to use an Exhibitor Appointed Contractor (EAC) for the Event, Sponsor must complete and submit the required EAC forms provided in the CREtech Sponsor Guide, which must also name CREtech as additionally insured. All EACs must adhere to the Event rules and regulations, and the necessary documentation must be provided to CREtech before the start of the Event.

10. Confidentiality.  

The parties acknowledge and agree that this Agreement and its terms and conditions are confidential and proprietary commercial and financial information of both CREtech and Sponsor. Neither CREtech nor Sponsor shall disclose copies of this Agreement or the terms thereof beyond parties’ management, employees, or agents with a need to know, or for any purpose without prior written consent of the other party, unless a party makes disclosure to its accountants, lenders or attorneys, or the disclosure is compelled by legal process.  This Section shall survive any termination of this Agreement.

11. Indemnification.

Sponsor agrees to indemnify and hold harmless CREtech, its directors, officers, employees and agents from and against all claims, losses, expenses, liabilities and damages arising out of or relating to any breach of this Agreement (including any rules and regulations set forth in the addendum attached hereto) by Sponsor or the actions or conduct of Sponsor, its employees, agents or representatives in performing this Agreement. Sponsor agrees to protect, indemnify, defend and hold harmless, CREtech and respective Event Sites, and their respective employees, officers, directors and agents, against all claims, losses, and damages to persons or property, governmental charges or fines and attorneys’ fees arising out of or caused by exhibitor’s installation, removal, maintenance, occupancy, or use of the demonstration hall or a part thereof, excluding any such liability caused by the sole negligence of CREtech, the Event Sites or their respective employees, officers, directors and agents.

12. Limitation of Liability.

CREtech’s ENTIRE LIABILITY TO SPONSOR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE PARTICIPATION FEE PAID HEREUNDER. IN NO EVENT SHALL CREtech BE LIABLE TO SPONSOR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, RELIANCE OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE EVENT, ITS CANCELLATION OR ANY CHANGES THERETO IN LOCATION, DATE OR OTHERWISE, WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT, AND WHETHER OR NOT CREtech HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CREtech MAKES NO REPRESENTATIONS OR WARRANTIES TO SPONSOR INCLUDING, WITHOUT LIMITATION, THE NUMBER OF PARTICIPANTS WHO WILL ATTEND THE EVENT, OR WHETHER THE EVENT IS AN EFFECTIVE METHOD OF MARKETING FOR SPONSOR.

13. Waiver of Rights.

Any rights of CREtech and CREtech’S management under this Agreement shall not be deemed waived in any manner except as specifically waived in writing and signed by an authorized officer of CREtech or any member of CREtech’S management, as applicable.

14. Other Sponsors.  

Sponsor hereby acknowledges and agrees that the benefits provided to Sponsor hereunder are non-exclusive.  Among other things, CREtech has entered into, and may hereafter enter into, agreements with other individuals and entities that desire to (i) participate in the sponsorship of the Event or (ii) receive advertising and promotional benefits in connection with the Event.

15. Disclaimer.  

Sponsor hereby acknowledges and agrees that CREtech has made no representation or warranty herein or otherwise as to the manner, if any, as to which Sponsor may benefit from the Advertising and Promotional Benefits.

16. Relationship of Parties.  

This Agreement does not create and shall not be construed by the parties or by any third person as creating any agency, partnership, joint venture, or employment relationship between the parties.  The relationship of the parties under this Agreement shall be solely that of independent contractors.  Each party shall be solely responsible for the conduct of its respective agents and employees in connection with that party’s performance of this Agreement and none of the parties shall have any power or authority under this Agreement to act as the partner, agent or representative of the other party with regard to any matters within or beyond the scope of this Agreement.

17. Assignment.  

Neither party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld, delayed or conditioned.  An agreed assignment or delegation shall not relieve the assigning or delegating party of any of its obligations hereunder.

18. Further Assurances.

Sponsor agrees to execute and deliver such further instruments and perform such further acts and things as may be reasonably necessary or required to carry out the intent and purposes of this Agreement.

19. Applicable Law.

This Agreement shall be construed, interpreted, and applied in accordance with the laws of the State of New York without regard to its conflict of law rules.

20. Disputes.

The Parties waive trial by jury in any dispute arising out of or related to this Agreement. In the event of any disputes and claims that the Parties cannot amicably resolve, the Parties hereby agree to first attempt to settle the dispute in good faith via mediation, before resorting to litigation. The mediation will be held in Morris County, New Jersey, and will be conducted by a mediator of CREtech’s choice.  The Parties irrevocably and unconditionally agree that they will not commence any action, litigation, or proceeding of any kind whatsoever against any other Party in any way arising from or relating to this Agreement in any forum other than the Courts of the State of New Jersey, in the vicinage of Morris County, or in the US District Court for the District of New Jersey, including any appellate courts from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of Courts of the State of New Jersey, in the vicinage of Bergen County, or in the US District Court for the District of New Jersey and any appellate courts from any thereof. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

21. Notice.

All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) personally delivered, (b) sent by reputable international overnight courier or (c) sent by fax (provided a confirmation copy is sent by one of the other methods set forth above), as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof)

22. Headings.

The section and subsection headings contained in this Agreement are for purposes of convenience and reference only and shall not affect in any way the meaning or interpretation of this Agreement.

23. Entire Agreement.

This Agreement supersedes any prior agreements or understandings between the parties, whether express or implied or written or oral, and constitutes the entire understanding of the parties as to the matters set forth herein.  Neither party shall be bound by any representations, warranties, promises, statements or information as to the matters which are the subject of this Agreement, unless such are specifically set forth herein.  The word “including” followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation.

24. Severability.

This Agreement is intended to be performed in accordance with and only to the extent permitted by all applicable laws, ordinances, rules and regulations of the jurisdictions in which the parties do business.  If any provision of this Agreement, or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

25. Amendments.

No attempted amendment, modification, termination, discharge or amendment of this Agreement shall be effective unless it is in writing and signed by both parties hereto.  No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver.

26. Payment Terms and Penalties.

Any invoice not collected as per the payment terms stated on the contract shall forfeit all discounts given in the original proposals/quotes and reflected in the final invoice. CREtech retains the right to add interest to unpaid balances, at the highest rate allowed by law.

*Updated 8/16/24*