2019 Sponsor/Vendor Agreement - terms and conditions

1.  Introduction

1.1 The Whiskey Classic event set out on the Sponsor Deck (“Event”) is produced and managed by Inspire People Media, LLC (“Producer”).

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

1.3  References to “us”, “we” and “our” shall refer to the Producer and references to "you" and "your" shall refer to the Sponsor/Vendor. 

2.  Grant of rights

2.1  We grant to you:

2.1.1  the Sponsorship/Vendor Rights (as defined on the Sponsor Deck); and

2.1.2  a non-transferable, non-exclusive, royalty-free license to use the Event logos and trademarks (the "Event Marks") provided to you in accordance with clause 3.3 solely to promote your participation in the Event, during the Term (as defined at clause 8.1) and in accordance with the terms and conditions of this Agreement.

2.2  You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable license to use your logos and trademarks (the "Sponsor Marks") provided to us in accordance with clause 3.4:

2.2.1  during the Term to promote and exploit the Event; and

2.2.2  for a period of six months following the Event in any report produced about the Event and in any promotional materials for similar events.

2.3  In the event that you change the Sponsor Marks at any time during the Term, 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 our 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.

2.4  If for any reason, we are unable to deliver any of the Sponsor/Vendor Rights, we will inform you as soon as reasonably practicable. We may substitute alternative benefits in respect of the same Event to an equivalent value of the relevant Sponsor/Vendor Rights without any liability to you.

2.5  You acknowledge and agree that you shall be solely responsible for all costs that you incur relating to your attendance at the Event (including, without limitation, any travel costs, the costs of any temporary staff and any costs relating to the stand that you erect at the Event).

2.6  You shall promptly comply with all reasonable instructions and directions issued by or on behalf of us in connection with the Event and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Event is being held). We shall not be responsible for any failure or delay in providing any of the Sponsor/Vendor Rights where such failure occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions.

3.  Your obligations

3.1  You undertake to support the Event through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the Event.

3.1.1 You agree to bring 15-20 bottles for tasting in addition to product for sampling.

3.1.2  Your participation entitles you to admittance to the Event for which you have registered. Any and all other costs associated with your attendance (including without limitation travel and accommodation expenses) shall be borne solely by you, and THE WHISKEY CLASSIC shall have no liability for such costs. .

3.1.3 Use of Likeness. By attending the Event you acknowledge and agree to grant THE WHISKEY CLASSIC the right at the Event to record, film, photograph, or capture your likeness in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from you or any payment to you. This grant to THE WHISKEY CLASSIC includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use or disseminate the media.

3.2  You undertake to exercise the Sponsor/Vendor Rights in accordance with the terms of this Agreement.

3.3  You shall, within seven days of signature of this Agreement by both parties, supply us with examples of the Sponsor Marks in a suitable format.

3.4  You shall, prior to distributing any promotional materials referencing the Event and/or using the Event Marks (the "Sponsor Materials") provide copies of the Sponsor Materials to us for our approval (not to be unreasonably withheld). You undertake that you shall not distribute any Sponsor Materials until you have received written confirmation from us that we approve the Sponsor Materials. You are solely responsible for meeting all costs relating to the Sponsor Materials, (including reprinting costs if our approval is not obtained prior to printing).

3.5  You undertake that any Sponsor Materials will:

3.5.1  comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;

3.5.2  comply with any instructions or directions issued by or on behalf of us;

3.5.3  not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and

3.5.4  include any legal or good practice notices as required by us from time to time.

3.6  The parties shall use all reasonable endeavors not to do and shall procure that none of their employees, agents or contractors shall do, or omit to do, anything which may: (i) bring the Event or the other party into disrepute; (ii) disparage the Event or the other party; (iii) damage the goodwill of the Event; or (iv) be prejudicial to the image and/or reputation of the Event or the other party.

3.7  You shall not engage in joint promotions with any third party in relation to the Event without our prior written consent.

3.8  Each party warrants to the other that it will comply with all relevant laws and regulations relating to data protection and the promotion of the Event and will indemnify and keep indemnified and defend (at its own expense) the other party against all costs, claims, damages or expenses incurred by the other party or for which we may become liable due to any failure by it or its employees or agents to comply with any of its obligations under this Agreement or any applicable laws and regulations.

4.  Our obligations

4.1  In addition to the license granted at clause 2.1, we shall provide the Sponsor/Vendor Rights and produce the Event using reasonable skill and care and will consult with the Sponsor Representative (as set out on the Sponsor Deck) on aspects of the Event where we deem it appropriate to do so.

4.2  The Sponsor/Vendor Rights are personal to you and we are not obliged to provide the Sponsor/Vendor Rights (or any part of them) to any other entity or person.

5.  Sponsor/Vendor fee

5.1  In consideration of us providing the Sponsor/Vendor Rights, you shall pay to us the Sponsor/Vendor Fee (as set out on the Sponsor Deck) in accordance with the Payment Schedule (as set out on the Sponsor Deck).

5.2  If the Sponsor/Vendor Fee is not received by us when due, we reserve the right not to supply, or cease to supply, any or all of the Sponsor/Vendor Rights. For the avoidance of doubt, you shall not be permitted entry to the Event unless full payment has been received by us.

5.3  The Sponsor/Vendor Fee is exclusive of any applicable taxes which shall be paid by you at the rate from time to time in force.

6.  Intellectual property rights

6.1  The parties acknowledge as follows:

6.1.1  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

6.1.  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.

6.2  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 clause 6.1.1.

6.3  Both parties 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 claim that the other party’s use of the indemnifying party’s intellectual property rights in accordance with the Agreement infringes any intellectual property rights of any third party.

6.4  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.

6.5  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 participation in the Event), or that we endorse any part of your business, trading name or style.

6.6  If during the Term, either party becomes aware of any threatened or actual unauthorized 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 cooperation (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.

7.  Cancellation, postponement & force majeure

7.1  We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing our obligations under this Agreement as a result of an event or series of connected events outside of our reasonable control and/or the reasonable control of our subcontractors and/or suppliers as applicable (including, without limitation, strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm).

7.2  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 during the Term 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.

7.3  We reserve the right to cancel the Event at any time during the Term and will provide you with notice of the same as soon as is reasonably practicable.

7.4  In the event that we cancel the Event (pursuant to clause 7.3) 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); or (ii) terminate this Agreement with immediate effect and obtain a refund (calculated in good faith) of an amount that reflects the total sums paid by you at the date of cancellation minus the value of any Sponsor/Vendor Rights received by you prior to the date of cancellation. Any such refund shall be paid by us within 30 days of receipt of confirmation from you of your wish to terminate the Agreement.

8  Term and termination

8.1  This Agreement shall take effect on the date that the last party signs the Sponsor Deck and shall continue until the completion of the Event (the “Term”), unless terminated early in accordance with its terms.

8.2  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:

8.2.1  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

8.2.2  ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.

8.3  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.

8.4  Upon termination of this Agreement by us in accordance with this clause 8, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off. Where termination occurs before you have received all the Sponsor/Vendor Rights, we shall charge you such proportion of the Sponsor/Vendor Fee (calculated in good faith) as is reasonable to reflect the value of the Sponsor/Vendor Rights received by you prior to the date of termination.

8.5  Upon expiry or termination of this Agreement, the parties agree that:

8.5.1  our obligations to provide any further Sponsor/Vendor Rights shall cease;

8.5.2  any licenses granted pursuant to this Agreement shall immediately cease; and

8.5.3  you shall destroy any Sponsor Materials and remove the Event Marks from any other materials in your possession.

9  Limitation of liability

9.1  Subject to clause 9.4, 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 Sponsor/Vendor Fee paid by you.

9.2  Subject to clause 9.4, 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.

9.3  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.

9.4  Nothing in this Agreement shall limit or exclude a party's liability for:

9.4.1  death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

9.4.2  fraud or fraudulent misrepresentation; or

9.4.3  any other liability which cannot be limited or excluded by applicable law.

10 Payment

10.1 Booth and Western Set Structure refund requests postmarked less than sixty (60) calendar days, but prior to fourteen (14) calendar days before the start of the conference will receive a 50% refund, minus a $25 administration fee and any credit card processing fees. Refund requests postmarked within fourteen (14) calendar days of the date of the Event will not be eligible for a refund; however, substitutions (subject to availability) may be arranged at the sole discretion of THE WHISKEY CLASSIC in accordance with the Attendee Change Policy below. 

10.2 All cancellations and requests for refunds MUST be submitted in writing by the deadlines listed within this policy. Telephone, fax, and e-mail requests WILL NOT be honored. Letters should be postmarked no later than sixty (60) calendar days prior to the first day of the conference to receive a full refund of the registration fee (minus a $25 administration fee and any credit card processing fees). 

10.3 Refunds will be sent within four to six weeks after the event has concluded.

11  General

11.1  This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

11.2  You acknowledge that you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement.

11.3  This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.

11.4  The parties acknowledge and agree that execution of this Agreement by electronic or digital signature shall be effective execution under the laws of the state of New Mexico.

11.5  This Agreement and the rights and obligations of both parties shall be governed by, and construed in accordance with, the laws of the state of New Mexico, the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the state of New Mexico and Bernalillo County.