Sponsorship: Terms & Conditions
Last updated: 10/22/24
1. This agreement (referenced as the ‘Terms and Conditions’ or ‘Agreement’) is a legally binding contract between Healthcare Innovation and Technology Lab, Inc. (“HITLAB”) the sponsor of the event (referred to as ‘we,’ ‘us,’ or ‘the Company’) and you and/or your organization (referred to as ‘Sponsor’, ‘you’ or ‘the User’) as the purchaser of the non-exclusive sponsorship of the HITLAB event (“Event”) referenced on the purchase webpage and invoiced in accordance with these terms and conditions
2. By accessing or using our website the HITLAB sponsorship website [Website URL] (referred to as ‘the Website’) and/or making a purchase through the website, you agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not use the Website or make a purchase.”
3. These Terms and Conditions govern your use of the sponsorship benefits, including any content, features, products, or services offered on or through the event website.
4. We reserve the right to modify, amend, or update these Terms and Conditions at any time without prior notice. Any changes will be effective immediately upon posting the revised Terms and Conditions on the Website. Your continued use of the Website after such modifications constitutes your acceptance of the revised Terms and Conditions.
5. You represent and warrant that you are 18 years of age or older and have the legal capacity to enter into this agreement. You and your organization agree to comply with all applicable laws and regulations of the event sponsorship; and agree to the Terms and Conditions of the Sponsorship and would like to participate and benefit from a commitment to being involved in the event sponsorship purchased and contributing to the improvement of healthcare through the Event and the educational experiences.
6. Sponsorship Rights and Benefits. As an official Sponsor of the Event, Sponsor will receive the sponsorship rights outlined in the specific tier of sponsorship purchased which can be found here: https://www.hitlab.org/summit/sponsor-2024/. Sponsorship is non-exclusive.
7. Sponsorship Term. The term of this Agreement shall begin as of the Purchase Date and shall end after the conclusion of the Event or the last date of the calendar year purchased, whichever is later unless renewed or terminated earlier pursuant to the terms of this Agreement. The parties right to publicize their involvement and sponsorship under this agreement (via social media and other marketing channels like twitter) shall survive termination of this agreement subject to these Terms and Conditions.
8. Sponsorship Fee. In consideration for entering into this sponsorship agreement, Sponsor agrees to pay HITLAB the non-refundable advertised sum for the sponsorship tier desired and benefits outlined for that specific sponsorship tier. All payments due from Sponsor shall be in the form of credit card and shall be due immediately upon purchase of selected sponsorship level.
9. Licensing Rights.
(A) Grant of Rights. Sponsor will have the limited, non-exclusive, right to use the Innovator’s Event marks and logos (“Event Marks”), on a royalty-free basis, in promotions, advertising and website identification for the limited purpose of leveraging its sponsorship position. Sponsor must obtain the prior written approval of Administrator as to all proposed promotional, advertising, identification or other logo applications prepared by Sponsor pursuant to this paragraph prior to their publication, circulation, or display. Sponsor shall place the indicia “SM” or “TM” next to each use of any Event Marks. Administrator will have the limited, non-exclusive right to use Sponsor’s trademarks and logos on a royalty-free basis, in promotions, advertising and website identification as specified herein;
(B) License Term. On the date of termination of this Agreement, all rights and privileges granted to Sponsor and Administrator by this limited license shall immediately terminate;
(C) Goodwill. Sponsor and Administrator recognize the great value of the goodwill associated with each party’s intellectual property. Each party recognizes that the other party has an interest in maintaining and protecting the image and reputation of its respective intellectual property, and that the other party’s intellectual property must be used in a manner consistent with the standards established by that party;
(D) No Assignment. This limited license and all rights and duties hereunder are personal to Sponsor and shall not, without the written consent of the Administrator, be assigned, mortgaged, sublicensed or otherwise encumbered or transferred by Sponsor or by operation of law;
(E) No Joint Venture. This Agreement does not authorize either party to do business under the name of the other party or the “HITLAB Event” or “HITLAB Symposium” or any name similar thereto, or to enter into any contracts or agreements of any type in the name of, or on behalf of any of these parties. The parties are not empowered to state or simply imply, either directly or indirectly, that either party or its activities, other than pursuant to the limited license permitted herein, are supported, endorsed or sponsored by the other party and if necessary, agree upon the direction of the other to issue express disclaimers to the effect. Nothing herein shall be construed to place the parties in the relationship of partners or joint venturers, nor shall any similar relationship be deemed to exist between them.
10. Recognition Rights. All copy and graphics proposed for display by Sponsor for the recognition referred to in sponsor level benefits section, are subject to approval by the Administrator. The Administrator shall have the right to decline to display any copy or graphics which is in violation of any statute, regulation or ordinance, or which the Administrator reasonably considers to be misleading or offensive or in violation of any contract obligation. The Administrator or HITLAB Event or Summit shall not display any logo, sign, banner, or other visual display nor shall it print, publish, or distribute any written or visual material from Sponsor which contains a comparative or qualitative description of Sponsor’s product, price information or any other indications of savings or value about Sponsor’s product, any message that otherwise endorses Sponsor’s product or induces one to purchase or use Sponsor shall be solely responsible for its own promotion and advertising materials and products to be created, printed or distributed as part of the HITLAB Event including responsibility for any loss or damage.
11. Indemnification. Sponsor shall indemnify and hold harmless the Administrator and their respective directors, officers, agents and employees, from and against any and all damages, losses and all claims, counterclaims, suits, demands, actions, causes of action, setoffs, liens, attachments, debts, judgments, liabilities or expenses including, without limitation, reasonable attorney’s fees and legal costs by reason of any claim, suit or judgment arising or alleged to arise from, or relating to: (a) this Agreement; (b) the negligent acts or willful misconduct of Sponsor, its employees, authorized agents or contractors; or (c) any liability for fraud, misrepresentation, copyright or trademark infringement in connection with Sponsor’s name and/or logo displayed pursuant hereto.
12. Termination.
(A) Termination for Breach. Each party (the “Non-breaching Party”) may terminate this Agreement, effective immediately upon written notice to the other party (the “Breaching Party”), if the Breaching Party breaches any material provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from the Non-breaching Party.;
(B) Termination for Insolvency. Each party may terminate this Agreement immediately upon written notice to the other if the other party ceases conducting business, becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed for its business or assets, or is subject to voluntary or involuntary bankruptcy proceedings;
(C) If Sponsor fails to pay when due any amounts due pursuant to this Agreement, the Administrator shall have the right to charge interest thereon at the highest contractual interest rate permitted under New York law from the date beginning five days after such payment is due and continuing on a monthly basis until such amount is paid. The interest charged shall, to the extent permitted by applicable law, be compounded monthly. Further, any failure on the part of the Sponsor to pay to the Administrator any of the Sponsorship Fees or any other sum owed by Sponsor pursuant to this Agreement within five (5) days after its due date shall constitute a material default hereunder. If Sponsor does not cure such payment default within five (5) days after receipt of written notice of such payment default, the Administrator may, at its option, and without further notice to Sponsor, exercise any or all legal and equitable rights and remedies available to it under applicable law, including without limitation the termination of Sponsor’s rights and benefits pursuant to this Agreement. Any amount under this Agreement that is not paid when due shall not be considered paid until the interest charged thereon is paid in full. The provisions of this Section shall survive the termination of this Agreement.
13. Representations and Warranties. Each party hereto represents and warrants to the other that (i) the execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary corporate action; (ii) this Agreement constitutes the legally valid and binding obligation of such party; (iii) the execution, delivery and performance of this Agreement will not violate or constitute a breach or default under any other agreement by which it is bound; and (iv) use of any intellectual property or any content supplied by either party in accordance with this Agreement will not (A) infringe upon or violate any person’s or entity’s copyright, trademark, service mark or moral rights, or (B) violate any other applicable law. The parties agree that the representations and warranties contained in this Agreement will survive the execution and delivery of this Agreement.
14. Confidentiality. The Parties acknowledge that the terms and conditions, in particular the financial details of, and any information disclosed in connection with, this Agreement are strictly confidential and shall not be divulged or disclosed to any third party during the Term, after expiration of, or the early termination of this Agreement without the prior written consent of the other party, and agree to do all things necessary to preserve their confidentiality, except to the extent that: (a) disclosure is required by relevant laws, court orders or rules; (b) the contents or information is in the public domain; (c) the contents or information was already known to the receiving party without the obligation of confidentiality; or (d) the contents or information is disclosed to the receiving party by a third party that has the right to make such disclosure. Where the disclosure of such information is required by law or court order, the disclosing party will immediately notify the owner of the confidential information on the imminence of any such disclosure, and give the owner an opportunity to object to such disclosure. The confidentiality obligations of the parties as set out herein survive the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, either party may disclose the terms hereof to such party’s professional advisors provided such persons or firms are bound by agreement not to further disclose such information to any third party. Upon termination of this Agreement, each party receiving confidential information hereunder will return to the party who provided such information (or, if impractical, destroy) all material containing or reflecting such information, and will not retain any copies, extracts, or other reproductions thereof. The parties acknowledge that in performing their obligations as Sponsor of the HITLAB Innovators Summit Event & Symposia they may be required to execute additional confidentiality and/or secrecy agreements regarding the HITLAB Innovators Summit Event & Symposia and any participants including compliance with all applicable data protection and privacy legislation.
15. Ownership and Control of HITLAB Summit Event. Sponsor acknowledges and agrees that the Administrator is responsible for the HITLAB Summit Event & Symposia and all rights associated therewith, including, but not limited to, media exploitation rights, merchandise rights, and intellectual property rights. Subject to the rights granted to Sponsor in the benefits outlined for the purchased sponsor level, Administrator shall have sole and exclusive control over the HITLAB Innovators Summit Event & Symposia, and Sponsor agrees to comply fully with all instructions of Administrator regarding the same. All decisions by Administrator regarding all aspects of the HITLAB Innovators Summit Event shall be final and controlling.
16. Miscellaneous.
(A) Publicity. Neither Party shall issue any press release or, except as specifically permitted hereunder, make any other public statement concerning this Agreement without the prior written approval of the other Party, not to be unreasonably withheld or delayed, or to the extent required by law. To the extent a Party is required by law to disclose the terms of this Agreement, such Party may do so if both Parties review and mutually agree upon such required disclosure prior to its disclosure and such Party seeks to obtain confidential treatment thereof to the extent requested by such other Party;
(B) Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement;
(C) Dispute Resolution. Any controversy or claim among the Parties arising from or in connection with this Agreement or the relationship of the Parties under this Agreement or under any addenda or exhibit hereto, whether based on contract, tort, common law, equity, statute, regulation, order or otherwise (“Dispute”) shall be resolved as follows:(i) both Administrator and Sponsor will agree to negotiate in good faith to resolve the issue; and (ii) in the event the Dispute cannot be resolved through the foregoing efforts, then the dispute shall be settled by arbitration. The parties agree that any dispute or controversy, arising out of or in connection with this Agreement or any alleged breach thereof, shall be resolved by final and binding Arbitration administrated by National Arbitration and Mediation (“NAM”) in accordance with NAM’s Comprehensive Dispute Resolution Rules and Procedures and the Fee Schedule in effect at the time the claim is filed with NAM. Any award of the Arbitrator(s) is final and binding, and may be entered as a judgment in any court of competent jurisdiction. NAM can be contacted at 800-358-2550. att: Commercial Claims Dept., to respond to any questions regarding the Arbitration process, as well as to request a copy of NAM’s current Comprehensive Dispute Resolution Rules and Procedures and Fee Schedule;
(D) Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law;
(E) Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion;
(F) Remedies. Except as expressly provided in Indemnification, the Parties’ rights and remedies under this Agreement are cumulative. If any legal action is brought to enforce this Agreement, the prevailing Party will be entitled to receive its reasonable attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive;
(G) Assignment. This Agreement, and the parties rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred without prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon the Parties’ successors and permitted assignees. Notwithstanding the above, this Agreement may be assigned by Administrator upon written notice to Sponsor that a separate corporation has been formed by the Administrator for the purpose of managing and owning the assets, liabilities and intellectual property of the HITLAB Summit Event & Symposia.
17. Force Majeure. Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible.
18. Notices. Each Party must deliver all notices or other communications required or permitted under this Agreement in writing to the other Party at the address listed on the signature page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.
19. Sponsor responsibilities. Sponsor will be responsible for providing the following in order for HITLAB to provide services/benefits of sponsorship:
- High resolution company logo
- High resolution head shots of speakers participating at event (if applicable)
- Link to company website
- Brief description/boiler plate of company services to distribute to HITLAB network
- Ideal Customer Profile (ICP) of organizations and/or individuals Sponsor is aiming to reach through sponsorship of this event otice of such change to the other Party.
