2019 SPONSORSHIP TERMS & CONDITIONS

These terms and conditions and the Front Sheet to which they are attached (together the “Agreement”) set out the terms on which you (i.e. the Sponsor as defined on the Front Sheet) agree to sponsor the Event. Please read the Agreement carefully and make sure you understand it before signing. You understand that by signing the Front Sheet, you agree to be bound by the terms of the Agreement.

1. Sponsorship Benefits

a. Event Passes.

i. Event Passes include access to all registration materials, and all Event sessions and networking events (other than sessions and networking events that are private). In addition to your regular attendees and speakers from your organization, Event Passes are intended to cover: (a) support personnel such as any booth staff, public relations support staff, executive assistants and other individuals who attend with, for, or on your behalf; (b) any individuals whom you are meeting onsite at the Event who have not otherwise registered to attend; and (c) any speakers from your organization unless specifically noted otherwise in this Agreement.

ii. Additional passes required for attendees, support personnel or onsite guests can be purchased from our event website at https://us.money2020.com. Each individual planning to be onsite at the event must register as an attendee, pay the applicable registration fees, and abide by all of the terms and conditions set forth in the Terms of Attendance & Participation, which are available on the Event website at https://us.money2020.com, as may be amended by us from time to time.

iii. All Event Passes are subject to the terms and conditions set forth in Section 4 of this Agreement, and each attendee under an Event Pass is also subject to the Terms of Attendance & Participation referenced in Section 1(a) (ii) above.

1.2. If for any reason, we are unable to deliver any of the Sponsorship Benefits, we will inform you as soon as reasonably practicable. In such circumstances we may, acting reasonably, provide you with alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsorship Benefits without any liability to you.

2. Payment Terms

In consideration of us providing the Sponsorship Benefits, you shall pay to us the Sponsorship Fee (as set out on the Front Sheet) in accordance with the Payment Schedule (as set out on the Front Sheet). Payment shall be made to the account specified on the invoice, and is exclusive of any applicable sales tax, which shall be paid by you at the rate from time to time in force. For the avoidance of doubt, all payments made, whether from US or non-US bank accounts, by credit card payment, bank check or wire transfer, shall be deemed to have been received on the date on which immediately available funds exist in the account stated on the invoice. Any associated bank or transfer fees (whether charged by the sending or receiving bank) shall be paid by you. Payments must be received in the currency specified on the invoice. Any payment received in any other currency will be converted into the currency specified on the invoice by our bank’s FX conversion/exchange rate as at the date of transfer, and must be equal to the full payment amount and in the currency specified in the invoice. For the avoidance of doubt the net amount received by us under this Agreement must equal the full payment amount specified in the invoice by the due date (plus any interest accrued on a late payment as set out below). Returned checks shall result in a $50 returned check fee, and all future payments thereafter shall be paid by you by cash, credit card or by certified check. Without prejudice to any other rights or remedies available to us, late payments shall accrue interest at the rate of one and one half percent (1.5%) per month plus any costs, expenses, or fees incurred by us collecting outstanding amounts, including without limitation collection agency and/or attorneys’ fees and expenses. If full payment is not received by the date on which the Event commences, any Exhibition Space that had been assigned previously shall be forfeited and we shall be entitled to re-allocate the Exhibition Space to a third party. In the event sums are owed by you to us at the date on which the Event commences, in respect of any services that we have previously provided to you (including, but not limited to exhibition space at a previous event), you shall be prohibited from entering the Event unless prior written consent has been obtained from us.

3. Intellectual Property

a. We grant to you, during the term of this Agreement, and in accordance with the terms and conditions herein:

i. the Sponsorship Benefits identified in the Front Sheet; and

ii. a non-transferable, non-exclusive, royalty-free, limited licence to use the Event logos and trade marks (the “Event Marks”) provided to you solely to promote your sponsorship of the Event.

b. You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable licence to use your logos and trade marks (the “Sponsor Marks”) provided to us:

i. during the term of the Agreement to promote and exploit the Event; and

ii. following the Event in any report produced about the Event and in any promotional materials for similar events, as well as for archival purposes.

c. In the event that you change the Sponsor Marks at any time during the term of the Agreement, you agree that we shall not be obliged to make any consequential changes to materials that include the Sponsor Marks produced by us or on your behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.

d. The parties acknowledge as follows:

i. all intellectual property rights in the Sponsor Marks shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Sponsor Marks, including any developments or variations; and

ii. all intellectual property rights in the Event Marks shall be solely and exclusively owned by us and you shall not acquire any rights in the Event Marks, including any developments or variations.

e. All intellectual property rights in or arising out of or in connection with the Event (including but not limited to any rights accruing in the Event Marks) shall be owned by us but always without prejudice to Section 3 (d) (i) above.

f. Subject to Sections 4(k) and 4(l) below, each party shall indemnify and keep the other party indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any third party claim that the other party’s use of the indemnifying party’s intellectual property rights in accordance with the Agreement and without modification infringes any intellectual property rights of any third party.

g. Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or do anything which will or may affect any registration of the other party's marks.

h. You agree that you shall not use the Event Marks in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the sponsorship of the Event), or that we endorse any part of your business, trading name or style.

i. If during the Term, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other’s intellectual property rights, then it shall promptly notify the same to the other in writing. The non-owner of the intellectual property rights will, at the owning party’s reasonable request and cost, provide all reasonable co-operation (including, without limitation, the provision or completion of any documentation) in any action, claim or proceedings brought or threatened in respect of such intellectual property rights, but shall not be obliged to take any further action.

4. Additional Terms and Conditions

a. All individuals attending the Event under an Event Pass must register and be identified as a user of an Event Pass during the registration process. Event Pass registration must be completed no later than 9/21/2018. Event Pass registrations after 9/21/2018 cannot be guaranteed and may be rejected by us in our sole discretion. If, after registering, a registered user of an Event Pass cannot attend, or otherwise chooses not to attend, you may transfer the registration under the Event Pass to another individual, provided however, that if the substituted individual was previously registered as a paid attendee, no refunds or reimbursements of any kind will be made for the attendance fees previously paid. For substitutions, please contact us with the new attendee's name and contact information no later than 10/13//2018. Substitutions will not be granted after this date. You are responsible for ensuring that your Event Passes are registered and used. In no event will you be entitled to any fees, payments, reimbursements or credits of any kind in the event that any Event Pass is not registered or not used. In addition, Event Passes are inclusive of any support personnel attending only part of the Event (other than booth setup personnel who are present only to assemble your booth prior to the opening of the exhibition hall and who will not remain on the premises beyond that time). No complimentary or discount pricing will be provided for support personnel, other than an Event Pass if you choose to allocate an Event Pass for this purpose, or as set forth in Section 1(a) above.

b. For avoidance of doubt, all individuals attending the Event with, for, or on behalf of your company, including those who attend just a portion of the Event, must register as paid attendees (unless such individuals register under an Event Pass). NO INDIVIDUAL WILL BE ALLOWED PAST THE EVENT REGISTRATION AREA OR ACCESS TO THE EVENT AREA WITHOUT A REGISTRATION BADGE IN HIS/HER NAME. Please plan accordingly in setting up meetings within the Event area (including in any exhibition specifically reserved for you).

c. Neither your sponsorship nor sponsorship level is exclusive in any way. Accordingly, we reserve the right to enter into multiple sponsorship agreements at your level within our sole discretion, regardless of the competitive or potentially competitive nature of the sponsors. You acknowledge that your competitors may have sponsorships at your sponsorship level.

d. Sponsorships DO NOT include any costs of materials, production or labor (for branding initiatives, design, signage, booths, or any other purpose) unless specifically stated on the Front Sheet or in Section 1 of this Agreement.

e. It may be necessary for us to alter the advertised content, timing, date and/or location of the Event. We reserve the right to do this at any time and without liability to you, provided that the Event, as altered, is substantially similar to Event as originally advertised. We will provide you with notice of any alterations as soon as is reasonably practicable.

f. We reserve the right to cancel the Event at any time and will provide you with notice of the same as soon as is reasonably practicable. In the event that we cancel the Event or materially alter the advertised content, timing, date and/or location of the Event, you shall be entitled to either: (i) a credit for a future event held by us of your choice (up to the value of sums paid by you in respect of the Event); (ii) terminate this Agreement with immediate effect and obtain a refund (calculated by us in good faith) of an amount that reflects the total sums paid by you at the date of cancellation minus the value of any Sponsorship Benefits received by you prior to the date of cancellation. Any such refund shall be paid by us within sixty (60) days of receipt of confirmation from you of your wish to terminate the Agreement. For the avoidance of doubt, and notwithstanding our right to cancel the Event at any time as set forth in this Section 4(f) or anything to the contrary in the Agreement, you shall not have the right to cancel or terminate the Agreement other than in accordance with the terms of Section 4(g) bellow.

g. Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that the other: (i) has committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or (ii) files a voluntary petition in bankruptcy or a petition seeking any reorganization, liquidation, dissolution, or similar relief under any applicable law relating to bankruptcy, insolvency, or relief for debtors, or the admission by such other party of its inability to pay debts as they mature, or the making by such other party of an assignment for the benefit of creditors or the taking of similar action for the benefit of creditors; or (iii) suffers the entry by a court of competent jurisdiction of an order, judgment, or decree approving a petition filed against such other party seeking any reorganization, liquidation, dissolution, or similar relief under any applicable law relating to bankruptcy, insolvency, or other relief for debtors and the expiration of the period, if any, allowed by applicable law in which to appeal therefrom.

h. Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.

i. You warrant that you shall: (i) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to Foreign Corrupt Practices Act 1977 and the Bribery Act 2010; (ii) comply with such of our anti-bribery and anti-corruption policies as are notified to it from time to time; and (iii) report to us any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with the performance of this Agreement. A breach of this Section 4 (i) shall be deemed a material breach of this Agreement.

j. Neither party shall be liable for any failure to fulfill its obligations under this Agreement due to causes beyond its control, including acts of government, acts of God (including earthquakes and floods), telecommunications failures, transportation delays, fires, riots or wars.

k. Subject to Section 4 (n) below, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with the Event, shall be limited to the Sponsorship Fee paid by you. In no event shall your liability to us or to any other person or entity arising out of or in connection with this Agreement exceed, in an aggregate, the total fees payable by you to in relation to this event. In no event shall you be liable to us or any other person or entity for any special, exemplary, indirect, incidental, consequential or punitive damages of any kind or nature.

l. Subject to Section 4 (n) below, we shall not be liable to you for: (i) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or (ii) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.

m. You agree to indemnify us, our staff and affiliates and to hold us harmless to the fullest extent permitted by law, against all losses, costs, claims or expenses of any kind arising from any act or omission by you, your staff or affiliates in relation to the Event or the Event Marks arising out of gross negligence or willful misconduct.

n. Nothing in this Agreement shall limit or exclude a party's liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by applicable law.

o. This Agreement shall be governed by the substantive laws of the State of New York.

5. Insurance

All Exhibitors at Money20/20 USA are required to have adequate insurance protection in place. Please reference Section 10 of Exhibitor Rules & Regulations

6. Miscellaneous

This Agreement, which shall be effective as of the date set forth above and shall expire on 10/25/2018 constitutes the entire agreement between the parties with respect to the Event and supersedes all prior agreements or understandings, whether written or verbal, relating thereto. Sections 3, 4 and 6 of this Agreement shall survive expiration or termination of this Agreement. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written amendment to this Agreement signed by the parties hereto. For avoidance of doubt, no additional obligations of any kind (including without limitation any obligation to provide exclusivity within a sponsorship level) may be imposed on us as a result of verbal agreements, sponsor requests, course of dealing, or anything else other than a written amendment to this Agreement as noted in the previous sentence. The relationship of each of the parties hereto shall be that of independent contractors, and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between them.