IPEVO Sponsorship Agreement

This Sponsorship Agreement (“Agreement”) is made by and between IPEVO Inc. (“IPEVO”) and the event host (“you”) and sets out the terms on which IPEVO agrees to sponsor your event as described in the Sponsorship Application (the “Event”) and for the purposes as set forth in the Sponsorship Application. IPEVO will not be bound by, and specifically objects to, any terms or conditions which differ from or add to the terms below, including any terms included in the Event materials you provide to IPEVO. By submitting the sponsorship application on IPEVO’s website, available at https://www.ipevo.com/edcamp (“Sponsorship Application”), you agree to be bound by the terms and conditions of this Agreement. Your submission of a Sponsorship Application does not constitute IPEVO’s agreement to sponsor the Event. If IPEVO chooses, at its sole discretion, to sponsor the Event, IPEVO will indicate its agreement to sponsor the Event in writing (including by email).

1. Sponsorship. You hereby designate IPEVO as, and IPEVO hereby agrees to be, a sponsor of the Event. As part of IPEVO’s sponsorship of the Event, IPEVO will provide the contributions as advised by IPEVO in writing (including by email) after receiving and accepting your Sponsorship Application. IPEVO’s involvement with the Event is limited to the activities specified in this Agreement. You will keep IPEVO informed of all material details relating to the Event and IPEVO’s role as a sponsor.
2. Representations and Warranties. Each party represents and warrants to the other that it has the full power and authority necessary to enter into this Agreement and to make it a binding and enforceable obligation. You represent and warrant to IPEVO that (a) you have procured all necessary licenses, registrations, approvals, consents, and any other communications as required to enable you to perform your obligations under this Agreement, (b) your activities in connection with this Agreement do not and will not violate or infringe the intellectual property rights of any third party, and (c) your performance under this Agreement will comply with all applicable laws, rules, and regulations.
3. Use of IPEVO Marks. IPEVO may make available to you its trademarks or logos (collectively, “IPEVO Marks”) in connection with IPEVO’s sponsorship of the Event. If IPEVO provides the IPEVO Marks to you under this Agreement, IPEVO grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, limited license to use the IPEVO Marks solely for the purpose of promoting the Event or as expressly set forth in the this Agreement. All use of the IPEVO Marks is subject to and must comply with IPEVO’s Trademark Usage guidelines posted on IPEVO’s website at https://www.ipevo.com/trademark-usage-guidelines, as amended from time to time. IPEVO reserves all rights to the IPEVO Marks. You will indemnify, defend and hold harmless IPEVO and its successors, officers, directors, employees, agents and representatives from any and all actions, causes of action, claims, demands, costs, liabilities, penalties, damages and expenses arising out of or in connection with your unauthorized use of the IPEVO Marks.
4. Term and Termination. The term of this Agreement (“Term”) shall commence as of the date that the Sponsorship Application is submitted and shall continue until seven (7) days after the conclusion of the Event, unless terminated earlier pursuant to this Section 4. Either party may terminate this Agreement for convenience upon ten (10) days’ prior written notice (including by email) to the other party. Upon termination of this Agreement for any reason, you will promptly return or refund, as applicable, any contributions provided by IPEVO to you under this Agreement and you will be solely responsible for payment of the shipping fee associated with the return of the contributions. If you terminate this Agreement for convenience or if IPEVO terminates this Agreement for cause, you will also be responsible for payment of the initial shipping of the contribution(s) to you by IPEVO by refunding to IPEVO the initial shipping fee through a payment method to be advised by IPEVO. Upon termination of this Agreement or expiration of the Term, you agree to take all necessary steps to refrain thereafter from using any of the IPEVO Marks provided hereunder. All rights or obligations of the parties in this Agreement that by its nature should survive termination or expiration of this Agreement will survive any expiration or termination of this Agreement.
5. Limitation of Liability. Except for your breach of Sections 2 or 3 under this Agreement, neither party will be liable to the other party under any circumstances for (i) consequential, special, punitive, or indirect damages of any kind or (ii) direct damages in excess of $100.
6. Indemnification. You hereby agree to defend, indemnify and hold harmless IPEVO, against any and all claims, actions, losses, judgments, settlements, damages, costs, and expenses, including reasonable attorneys’ fees arising out of or based on any claim by a third party related to, involving or concerning (a) a breach by you of your representations, warranties or obligations under this Agreement, or (b) your gross negligence or willful misconduct.
7. Miscellaneous. You are an independent principal of IPEVO in all relationships and actions under and contemplated by this Agreement. If any provision (or portion thereof) of this Agreement shall be held to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect, and the court shall enforce such provisions to the extent allowable by law. This Agreement shall be governed by and construed under the laws of the State of California, without giving effect to its choice of law rules. You will not assign, transfer, delegate, or subcontract this Agreement or all or any portion of the duties hereunder without IPEVO’s express prior written consent. This Agreement constitutes the complete and final agreement of the parties pertaining to IPEVO’s participation in the Event and supersedes the parties’ prior or contemporaneous agreements, understandings, and discussions relating thereto. The provisions of this Agreement may not be amended, except by an agreement in writing signed by authorized representatives of both parties.