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Welcome to Cloudbeds’ Sponsorship Program. These Terms and Conditions of Use (“Terms and Conditions”) are incorporated into each Sponsorship Order Form. You agree to comply with and be bound by the following Terms and Conditions, which together with our Sponsorship Order Form govern Cloudbeds’ relationship with you in relation to any Sponsored Events.
1. Sponsorship Program.
1.1 Sponsored Events. You may sponsor Cloudbeds event(s) in accordance with these Terms and Conditions (each such “Sponsored Event”) by completing a Sponsorship Order Form and paying the applicable Sponsorship Fee. If, in Cloudbeds’ sole discretion, you do not meet all requirements listed in the Sponsorship Order Form, then we have the right to cancel the applicable benefits under the Sponsorship Order Form and you will not be entitled to a refund for such canceled benefits. We reserve the right to provide substitute benefits of comparable or greater value (as reasonably determined by us) if we cannot for any reason deliver the benefits under the Sponsorship Order Form.
1.2 Sponsorship Fees. You agree to pay each Sponsorship Fee invoice on the due date specified in such invoice. If you do not pay the Sponsorship Fee by its due date, you may (at our sole discretion) forfeit some or all of the benefits under the Sponsorship Order Form.
2. Privacy and Data Protection.
3. Intellectual Property & Publicity
3.1 Intellectual Property. You grant to Cloudbeds a worldwide, royalty-free, nontransferable, and nonexclusive license to (a) use the Logos to identify you as a sponsor of the Sponsored Event and to otherwise provide you with the benefits under the Sponsorship Order Form and (b) the Materials to provide you the benefits under the Sponsorship Order Form. If Cloudbeds provides Cloudbeds Event Materials to you under the Sponsorship Order Form, Cloudbeds grants to you a worldwide, royalty-free, nontransferable, and nonexclusive license to use, reproduce, display, perform, and distribute the Cloudbeds Event Materials provided that you: (1) do not modify the Cloudbeds Event Materials in any way; and (2) accurately represent your relationship to Cloudbeds as a sponsor of the Sponsored Event.
Except as specifically set forth in this Section 3.1, neither party will acquire any interest or rights (other than as set forth in these Terms and Conditions) in the other party’s trademarks, service marks, trade secrets, logos, commercial symbols, copyrights, patents, and any other intellectual property rights under the Sponsorship Order Form.
You agree that all content created or developed, whether tangible or intangible, at any Cloudbeds event, including but not limited to documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, pictures, negatives, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the event (“Work Product”), shall be solely owned by Cloudbeds. You assign to Cloudbeds all right, title, and interest to all Work Product, and agree to cooperate and execute any documents in furtherance of Cloudbeds securing and/or protecting its intellectual property rights related to the Work Product. Work Product does not include any material developed by you prior to the event in question that is used, without any modification, at the event.
3.2 Publicity. Any press release or any other public announcement related to the Sponsored Events must be sent for written approval to the Cloudbeds Events and Marketing Team before any such release or announcement is published or issued. Failure to acquire Cloudbeds’ written approval prior to issuing any press release or public announcement related to the Sponsored Events may result in the denial of any or all benefits under the Sponsorship Order Form .
4. Term and Termination.
4.1 Term. The Sponsorship Order Form is effective as of the date the last party executes it, and, unless earlier terminated pursuant to these Terms and Conditions, will continue until all Sponsored Events identified in the Sponsorship Order Form have occurred. Any Notice of termination of the Sponsorship Order Form must include a Termination Date.
(a) Termination for Cause. Either party may terminate the Sponsorship Order Form for cause if the other party is in material breach of the Sponsorship Order Form and/or these Terms and Conditions, and the material breach remains uncured for a period of 30 days from receipt of Notice by the breaching party. Cloudbeds may terminate the Sponsorship Order Form immediately upon Notice to you in order to comply with the law or the requests of governmental entities.
(b) Termination for Convenience. Cloudbeds may terminate the Sponsorship Order Form at any time for any reason by providing you with written notice. You may terminate the Sponsorship Order Form prior to a Sponsored Event for any reason by providing us with written notice at least 14 days prior to the Sponsored Event.
(c) Effect of Termination. Upon the Sponsorship Order Form’s Termination Date: (i) all of your rights under the Sponsorship Order Form immediately terminate; (ii) you remain responsible for paying the Sponsorship Fee, provided that (1) if we terminated the Sponsorship Order Form under Section 4.2(b), we will refund you the Sponsorship Fee associated with the Sponsored Events scheduled after the Termination Date, (2) if you terminated the Sponsorship Order Form under Section 4.2(b) 60 days or more before a Sponsored Event, we will refund you the Sponsorship Fee associated with such Sponsored Event, and (3) if you terminated the Sponsorship Order Form under Section 4.2(b) less than 60 days before a Sponsored Event, we will refund you half of the Sponsorship Fee associated with such Sponsored Event; and, (iii) Section 1.2, Section 1.4, Section 2, Section 3.2, Section 4.2(c), Section 5, Section 6, Section 7, Section 8, and Section 9 will continue to apply in accordance with their terms.
5. Representations, Warranties, Disclaimers, and Indemnity.
5.1 Trade Compliance. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
5.2 Logos. You represent and warrant that you have the legal rights and permissions to grant the license granted under Section 3.1 and that the Logos and our use of the Logos do not infringe upon any intellectual property right or right of publicity of any person or entity.
5.3 Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDBEDS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY GOODS, SERVICES, OR BENEFITS TO BE PROVIDED UNDER ANY SPONSORSHIP ORDER FORM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND INCLUDING THE SUCCESS OR FAILURE OF ANY SPONSORSHIP.
5.4 Indemnification. You will indemnify and hold harmless Cloudbeds, its officers, directors, members, employees, affiliates and agents, from and against any claims, actions or demands, including, without limitation, all reasonable attorney’s fees, due to or resulting from your breach of these Terms and Conditions, the Sponsorship Order Form, or your (or your agent’s) willful misconduct, fraud, negligence or gross negligence.
6. Limitations of Liability.
CLOUDBEDS AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR (B) LOST PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THE SPONSORSHIP ORDER FORM WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THE SPONSORSHIP ORDER FORM FOR THE SPONSORED EVENT THAT GAVE RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION 6 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7.1 Waiver. The failure by us to enforce any provision of the Sponsorship Order Form will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
7.2 Severability. If any portion of the Sponsorship Order Form is held to be invalid or unenforceable, the remaining portions of the Sponsorship Order Form will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the Sponsorship Order Form but the rest will remain in full force and effect.
7.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under the Sponsorship Order Form where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunication failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
7.4 Assignment; No Third Party Beneficiaries; Independent Contractors. You will not assign or otherwise transfer the Sponsorship Order Form or any of your rights and obligations under the Sponsorship Order Form, without our prior written consent. Any assignment or transfer in violation of this Section 7.4 will be void. We may assign the Sponsorship Order Form without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Cloudbeds as a party to the Sponsorship Order Form, and Cloudbeds is fully released from all of its obligations and duties to perform under the Sponsorship Order Form. Subject to the foregoing, the Sponsorship Order Form will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Sponsorship Order Form does not create any third-party beneficiary rights in any individual or entity that is not a party to the Sponsorship Order Form. We and you are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
7.5 Governing Law. Subject to Section 9, the laws of the State of California, without reference to conflict of law rules, govern the Sponsorship Order Form and any dispute of any sort that might arise between the parties. The United Nations Convention for the International Sale of Goods does not apply to the Sponsorship Order Form.
7.6 Dispute. SUBJECT TO SECTION 9, ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR SPONSORSHIP OF THE SPONSORED EVENT(S) WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY TO THE MAXIMUM EXTENT PERMITTED BY LAW ASSERT CLAIMS IN SMALL CLAIMS COURT. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THE SPONSORSHIP ORDER FORM. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THE SPONSORSHIP ORDER FORM AS A COURT WOULD. TO BEGIN AN ARBITRATION PROCEEDING, YOU MUST SEND A LETTER REQUESTING ARBITRATION AND DESCRIBING YOUR CLAIM TO OUR REGISTERED AGENT CORPORATION SERVICE COMPANY, 300 DESCHUTES WAY SW, SUITE 304, TUMWATER, WA 98501. THE ARBITRATION WILL BE CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS RULES, WHICH ARE AVAILABLE AT WWW.ADR.ORG OR BY CALLING 1-800-778-7879. PAYMENT OF FILING, ADMINISTRATION, AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA'S RULES. WE WILL REIMBURSE THOSE FEES FOR CLAIMS TOTALING LESS THAN $10,000 UNLESS THE ARBITRATOR DETERMINES THE CLAIMS ARE FRIVOLOUS. WE WILL NOT SEEK ATTORNEYS' FEES AND COSTS IN ARBITRATION UNLESS THE ARBITRATOR DETERMINES THE CLAIMS ARE FRIVOLOUS. YOU MAY CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE, BASED ON WRITTEN SUBMISSIONS, OR AT A MUTUALLY AGREED LOCATION. WE AND YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION WE AND YOU WAIVE ANY RIGHT TO A JURY TRIAL. WE EACH AGREE THAT EACH PARTY MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.
(a) To You. We will provide any notice to you under the Sponsorship Order Form by sending a message to the email address included in the Sponsorship Order Form. Any notices provided by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with the Sponsorship Order Form when we send the email, whether or not you actually receive the email.
7.8 Conflict. In the event of a conflict between these Terms and the Sponsorship Order Form, these Terms will prevail, except that the Cloudbeds contracting entity on the Sponsorship Order Form will prevail.
7.9 Modifications to these Terms. We may modify these Terms at any time bynotifying you in accordance with Section 7.7. The modified terms will become effective as stated in the email message.
7.10 Entire Agreement; Translation. The Sponsorship Order Form (with these Terms and Conditions incorporated therein) is the entire agreement between you and us regarding the subject matter of the Sponsorship Order Form. The Sponsorship Order Form supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of the Sponsorship Order Form. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of the Sponsorship Order Form (whether or not it would materially alter the Sponsorship Order Form). If we provide a translation of the English language version of the Sponsorship Order Form or these Terms, the English language version will control if there is any conflict.
7.11 Counterparts;. The Sponsorship Order Form may be executed by electronic signature in a format approved by us, and in counterparts, each of which (including signature pages) will be deemed an original, but all of which together will constitute one and the same instrument.