SECTION 1: GENERAL
MMS is brought to you by the non-profit company called Hourglass. In these Terms (as defined below) the following expressions have the following meanings: "Agreement" means the Terms and the Order Form together; "Event" means Midwest Management Summit (MMS). This term also refers, for the purposes of this document, to all online advertising campaigns, memberships, newsletter, sponsorships and any other form of promotional marketing campaigns conducted; "Order Form" means the application for marketing, event, advertising and promotional services from MMS together with these Terms; "Organizer" means Hourglass; "Sponsor" means the person, company or other legal entity which has completed the Order Form; "Terms" means these terms and conditions contained on this page.
SECTION 2: APPLICATION FOR SPONSORSHIP, ADVERTISING, EVENT SPONSORSHIP OR EVENT ATTENDANCE
A contract shall be deemed to be made when the Order Form has been received by the Organizer duly completed and signed by the Sponsor and the relevant sections have been completed and signed by the Organizer. The Organizer may at its sole discretion accept applications for sponsorship by purchase order, in writing, by facsimile, by e-mail, by a deposit payment in lieu of written application (on the understanding that these Terms shall apply). The Organizer reserves the right to reject any application.
SECTION 3: PAYMENT TERMS
- All sums shall be paid in USD $ by the Sponsor on the relevant date set out on the Order Form or 30 days from the date of the Organizer's invoice, whichever is the later.
- Hourglass reserves the right to cancel the Sponsor's attendance, presentation, advertising or sponsorship if the Sponsor has failed to fulfill any obligations relating to payments.
- In case of non-payment of any sum due from the Sponsor (whether formally demanded or not) or of any other breach or non-observance by the Sponsor of any of these Terms, the Organizer shall have right to terminate this Agreement immediately and without prejudice to the right to recover all sums payable by the Sponsor or to any other right or remedy available to the Organizer.
SECTION 4: SPONSOR RIGHTS
Sponsor is the sole owner of all right, title, and interest to all Sponsor information, including Sponsor logos, trademarks, trade names, and copyrighted information, unless otherwise provided. Sponsor hereby grants to Organizer a limited, non-exclusive license to use certain of Sponsor's intellectual property, including names, trademarks, and copyrights (collectively, "Sponsor Property"), solely to identify Sponsor as [a/the] sponsor of the Program. It is understood that Sponsor retains the right to review and approve in advance all uses of such intellectual property; which approval shall not be unreasonably withheld. Upon termination or expiration of this Agreement, all rights and privileges for use of Sponsor's Property shall expire, and Organizer shall discontinue the use of such Property.
SECTION 5: CANCELLATION OF SPONSORSHIP OR ANY ELEMENTS OF THE ORDER FORM
Event fees are non-refundable, except in the case of a termination caused by the complete cancellation of an event as set out in Section 6 below.
SECTION 6: CANCELLATION OR CHANGE OF LOCATION OR DATE OF AN EVENT
The Sponsor shall not have any claim against the Organizer in respect of any consequential damage whatsoever consequent upon an Event failing (for whatever reason) to be held or the conference being or becoming wholly or partially unavailable for the holding of an Event for whatever reason.
The Organizer reserves the right to change the venue and or the date of the Event providing always that the Organizer shall give the Sponsor notice of any such change as soon as is reasonably possible. Any such change in venue and or date shall not constitute a breach of contract and shall not give rise to the right to terminate this Agreement. However, should the event be completely cancelled, the Sponsor will be refunded any fees paid.
SECTION 7: INSURANCE AND LIMITATION OF LIABILITY
- The Sponsor shall fully and effectively indemnify the Organizer and keep the Organizer indemnified and hold the Organizer harmless in respect of all costs, claims, demands, actions, proceedings and losses whatsoever made against or incurred by the Organizer as a result of the Sponsor presenting or advertising any goods or services (whether online or at events) and/or as a result of any loss or injury arising to any person (including members of the public or the Organizer' staff, agents or contractors) or to any property howsoever caused as a result of negligence of the Sponsor, his employees, agents, or contractors.. In any event, the liability of the Sponsor shall not exceed an equal amount paid by the Sponsor under this Agreement.
- Save in the case of death or personal injury caused by the negligence of the Organizer, the liability of the Organizer under this Agreement, whether for breach of contract, negligence or otherwise, shall not exceed an amount equal to the total amount to be paid by the Sponsor under the Agreement. The Organizer shall have no liability in respect of loss of profits, revenue, goodwill or custom or any other consequential loss.
SECTION 8: ASSIGNMENT
This Agreement is personal to the Sponsor and the Sponsor shall not be entitled to assign, grant licenses or otherwise deal with the rights and obligations in respect of the whole or any part of this Agreement. Sponsor is not entitled to resell event passes or attendee information.
SECTION 9: WAIVER
The failure of the Organizer at any time to enforce any provision of this Agreement shall not affect its right thereafter to require complete performance by the Sponsor nor shall the waiver of any breach of any such provision be taken as or held to be a waiver of any subsequent breach or be a waiver of the provision itself. The Order Form and these Terms together constitute the entire agreement between the Organizer and the Sponsor. Neither the Order Form nor these Terms shall be varied save by written agreement between the Organizer and the Sponsor.
SECTION 10: GOVERNING LAW
This Agreement is made under and will be construed and enforced in accordance with, and governed by, the Minnesota State laws without giving effect to principles of conflicts of law. Each Organizer and the Sponsor unconditionally waives all rights to a trial by jury for any dispute arising in connection with this Agreement.