Company acknowledges that time is of the essence with respect to the delivery of all Company content, materials and/or assets that are necessary for TechCrunch to deliver the sponsorship benefits hereunder. Company shall provide TechCrunch with notice well in advance if delivery dates cannot be met. If Company does not deliver content, materials and/or assets by the delivery dates required by TechCrunch in accordance with the chart below, TechCrunch reserves the right, in addition to its other rights and remedies available, to charge Company a late fee, in addition to the Fee, which shall be equal to 10% of the Fee, and/or to immediately terminate this Agreement upon notice to Company, without liability (and in which case, Company shall not be entitled to a refund of any portion of the Fee).
Payment terms: Prepayment required,within 30 days of invoice creation or prior to the commencement of the event whichever comes first.
This Agreement is non-cancellable, except as otherwise set forth herein. Please see section on Cancellation or Termination of Event, under General Terms and Conditions of Agreement, which are hereby incorporated by reference as if fully set forth in this Sponsorship Agreement, following the registration form for details on refunds for canceled TechCrunch events. All materials and participants must be pre-approved by TechCrunch.
This Sponsorship Agreement and the General Terms and Conditions contain the entire Agreement between the parties with respect to the subject matter hereof, and this Agreement may not be modified except by mutual written agreement (except as otherwise as set forth herein).
General Terms and Conditions of Agreement
1. General Event(s) Information. TechCrunch will manage all components of the Event(s), including the agenda, speakers, presenting companies, venue type or distribution format (e.g. live venue, virtual), exhibitor space (if applicable), signage (e.g. physical, virtual, etc.), attendee policy and ticket sales, photography and video rights, press support, and marketing materials. TechCrunch makes no representations or warranties about the number of persons who will attend the Event(s). Company agrees to abide by the terms and conditions set forth in the Sponsorship Agreement and these General Terms and Conditions (collectively the “Agreement”). Company grants to TechCrunch limited use rights to use the Company’s name, trademark and logo in connection with the promotion and production of the Event(s) and the purposes of this Agreement. This Agreement will be fully binding between the parties.
2. Exhibitor Table (if applicable). In the case of an in-person event, TechCrunch will make available to Company an exhibit table, if included in the above contract deliverables, linens, and wireless internet (Company should bring G4/wireless cards for backup connectivity). The Event(s) will have a firewall that restricts inbound traffic for the safety of all users. If Company’s application is affected by a firewall, please inform TechCrunch so it can arrange for Company needs. As applicable, corporate marketing materials and schwag are welcome for distribution from the exhibitor table. Company is responsible for securing any third-party intellectual property rights for media and materials used in Company’s space. Company may not assign, sublet or share packages with other companies. Notwithstanding the foregoing, upon TechCrunch’s prior written approval, Company may invite a partner to co-occupy its exhibition space. If approved by TechCrunch,Company hereby agrees that (i) it will be solely responsible for the supervision of such partner, (ii) it is responsible for its partner’s compliance with all applicable terms of this Agreement and (iii) it will be liable for all acts and omissions of its partner. As applicable, all exhibits, signage and display materials will be subject to the restrictions and guidelines set forth by the Event(s) venue, or virtual platform, as the case may be, exhibits will not block, obstruct the view of, or otherwise interfere with other exhibits and, further, all displays will be set up in full prior to the opening of the Event(s). Company will maintain the exhibition space (if applicable) for the duration of the Event(s) and will be responsible for promptly dismantling the exhibit immediately following the conclusion of the Event(s). Company is liable for any damage caused to building floors, walls or columns caused by materials it uses for its exhibition, if applicable.
3. Photography / Video / Recording. (a)Company acknowledges and agrees that the Event(s) are “on the record” event(s) and as such, TechCrunch may, but is not obligated to (except as otherwise set forth herein), live stream, record, video or photograph the Event(s), which may include Company’s participation in the Event(s), in person or virtually, Company’s booth space (if applicable), Company speakers and presentation materials (if applicable), and any authorized representatives of Company and/or other partner placements (collectively, the “Recordings”), and Company hereby authorizes TechCrunch’s use thereof. TechCrunch is the sole and exclusive owner of the Recordings and shall retain all rights of every kind and nature in and to the Recordings. TechCrunch shall have the right to exhibit, broadcast, market, promote, live stream, edit, translate, publicly display, publicly perform, modify, adapt, edit, create derivative works, license and distribute the Recording and Company’s presentation materials, in whole or in part in any form of media, anywhere in the world, in perpetuity. The foregoing includes TechCrunch’s right to use the names, likenesses, voices, and biographical materials of Company’s speakers or representatives captured in the Recordings. Company hereby represents and warrants to TechCrunch that (i) it has obtained and will convey to TechCrunch all necessary rights, clearances, consents and/or permissions from rights holders, including without limitation, Company’s speakers and representatives captured in the Recordings, that are necessary for TechCrunch to exploit their participation at the Event(s) in accordance with the rights contained herein; and (ii) without limiting the foregoing, to the extent that the Recordings includes music or a musical performance, (x) Company has or will secure any necessary rights, authorizations, and permissions, including the right to reproduce, publicly perform, and communicate to the public any and all sound recordings and musical works embodied in the Recordings, royalty-free, without the obligation to pay royalties to any third party, including: the owner of copyright in a sound recording (e.g., a record label) or a musical work (e.g., a music publisher), a performing rights organization (“PRO”) (e.g., ASCAP, BMI, SESAC), a sound recording PRO (e.g., SoundExchange), any unions or guilds, engineers, producers, or any other participants involved in the Recordings; and (y) the license Company is granting under these Terms and Conditions is on a “through-to-the-audience” basis (i.e., the owners or operators of any video conferencing or other software designated by TechCrunch related to a Recordings will not be separately liable to you or any other third party for the Recordings).
(b) If Company provides any pre-recorded elements to TechCrunch in connection with this Agreement (“Pre-Recorded Elements”) and/or if the Pre-Recorded Elements are captured in the Recordings, Company grants TechCrunch a worldwide, perpetual, irrevocable, royalty-free, fully paid up, license to use, distribute, modify, adapt, edit, create derivative works, publicly display and publicly perform the Pre-Recorded Elements in order to exploit the Recordings as described herein.
(c) TechCrunch is not, and will not become, a party to or signatory of any collective bargaining agreement (a “CBA”) with any union or guild, including but not limited to the Screen Actors Guild – American Federation of Television and Radio Artists (“SAG-AFTRA”) and will not sign any assumption, transfer of rights or similar agreement in respect of any CBA. Company acknowledges and agrees that it is solely responsible for compliance with, and any obligations in respect of, any CBA to which it or any of its affiliates is a party, including but not limited to any CBA with SAG-AFTRA, and to the extent the Event, including, without limitation, with respect to the Recordings, is subject to a CBA to which Company is a party, Company shall be the sole employer of Company’s speakers and representatives captured in the Recordings. TechCrunch shall not be obligated to sign any guild or union assumption agreement, transfer of rights agreement or other agreement creating any privity between Cameo and any guild or union (including but not limited to SAG-AFTRA).
(d) TechCrunch may, but is not obligated to (unless otherwise set forth herein) provide Company with a copy of a portion of the Recordings containing Company’s participation and sponsorship benefits in the Event(s) (e.g., Company’s Breakout Session) (“Company Recording”). TechCrunch grants Company a perpetual, revocable, nonexclusive right and license to exhibit and distribute the Company Recording on Company’s official social media channels and official website(s). At any time and for any reason TechCrunch may request that Company cease use of such Company Recording within twenty four hours of such request. TechCrunch does not make, and expressly disclaims, any representations or warranties with respect to the Company Recording, Company’s use of the Company Recording, or the permissions or licenses necessary to exploit the Company Recording, and Company agrees that its use of the Company Recording is at its sole discretion. Company agrees to indemnify and hold TechCrunch and its affiliates, officers, directors, contractors, employees, agents and representatives free and harmless from any and all third party claims, causes of action, damages, losses or liabilities of any nature whatsoever (including costs of litigation and reasonable attorney fees) arising out of or relating to Company’s use and exhibition of the Company Recording or any modification or alteration of the Company Recording. Company shall not use or display the Company Recording in connection with subject matter that is obscene or offensive or in a manner derogatory to TechCrunch or TechCrunch’s affiliated entities.
4. Speaker(s) (if applicable). If Company is providing a speaker as part of the sponsorship benefits, Company will communicate with TechCrunch in advance of the speaker’s presentation regarding key talking points. Company acknowledges that speakers and participation at in-person events may be limited or not possible, but TechCrunch will make reasonable efforts for participation using video conference or live streaming technology. Company represents and warrants that the speaker has the knowledge, skills, and experience necessary to perform speaking services. If the speaker professes to provide expert, professional or other specialty advice (such as, without limitation, medical or psychological, financial, etc.), speaker shall ensure that all such information is prepared or reviewed by licensed, insured and qualified practitioners/professionals in such field with expertise on the particular topic and such information complies with applicable standards of the applicable profession and all applicable laws and regulations related thereto. With regard to such advice, upon request by TechCrunch, speaker shall provide a disclaimer in a form reasonably requested by TechCrunch with respect to the information or presentation materials presented (e.g., “the foregoing does not constitute medical advice;” “to obtain such advice you should visit your medical practitioner”) and the fact that speaker, and not TechCrunch, provides the information (e.g., “TechCrunch does not provide the foregoing advice and is not responsible for any liability associated with such information”).
5. Cancellation or Termination. TechCrunch will be excused from a delay in performing, or failure to perform, its obligations under the Agreement and may terminate this Agreement or cancel the Event(s), or any portion thereof, at any time, upon written notice, and without liability, because of fire, strike, earthquake, war (or a credible threat of war), construction or renovation projects (and other negative factors) affecting the venue, or virtual platform as the case may be, cancellation of the Event by the venue, or virtual platform provider, government or administrative regulation, mandate, action or recommendation (including without limitation travel advisories or restrictions), disaster, public health emergency, communicable disease outbreak (including without limitation any novel and/or viral outbreak or disease), epidemic, pandemic, terrorism (or credible threat of terrorism), interruption of transportation or communications, Acts of God, the public enemy, or any other occurrence that may negatively impact the original intent and purpose of the Event(s). In the event TechCrunch cancels the Event(s) or terminates the Agreement as a result of the foregoing, TechCrunch will refund Company its proportionate balance of the Fee paid after deducting any benefits received prior to cancellation/termination and any non-refundable expenses incurred by TechCrunch and reasonable costs incurred by TechCrunch to organize the Event(s). In no case shall the amount of the refund to Company exceed the amount of the Fee Company paid to TechCrunch.
6. Indemnity and Limitation of Liability. Neither TechCrunch, nor the venue, or virtual platform provider, as the case may be, nor the officers, agents, contractors, employees or other representatives of each of the foregoing, shall be liable for any damage, loss, harm or injury (i) to Company’s persons or property, (ii) to visitors or guests of the Event(s), or (iii) to the Company’s allotted space, if they are result of Company’s participation in the Event(s) or its exhibition space, whether from negligence, earthquake, fire, theft, water or accident of any other cause, or Company’s breach of this Agreement. Company shall indemnify, defend, and hold harmless TechCrunch and the venue, or the virtual platform provider, as the case may be, and their respective owners, directors, officers, employees, agents and representatives, from any and all claims, demands, suits, liability, damages, loss, costs, attorneys’ fees and expenses of any kind which might result or arise from any action or failure to act on the part of the Company or its officers, agents, employees or other representatives, Company’s breach of this Agreement, and the use or consumption of any content, materials, or products provided to TechCrunch by Company for use in connection with the Company’s sponsorship of the Event(s) (e.g., swag, promotional materials, etc.) (including without limitation any product liability claims or in actions for strict liability in tort). Neither TechCrunch nor the venue, or virtual platform provider, as the case may be, will be responsible for the security of Company’s proprietary information or exhibit materials. Under no circumstances will TechCrunch, its agents, affiliates, employees or directors be liable for lost profits or other indirect, incidental, consequential or exemplary damages in connection with the Event(s). In no event will TechCrunch’s liability exceed the value of the Fee paid by Company.
7. Taxes. All fees quoted pursuant to this Agreement do not include, and Company shall pay, all applicable federal, state and local sales and use taxes, digital services taxes or other indirect taxes, except any taxes or tax-like charges determined by or related to TechCrunch’s income, net worth, franchise, property or employees (which shall be borne solely by TechCrunch) (“Tax(es)”), provided such Taxes are due by law from a purchaser of the goods and/or services hereunder and properly invoiced and separately stated in accordance with applicable law at the time the goods and/or services are invoiced.
8. Observance of Laws and Regulations. Company will abide by and observe any laws, rules, regulations and ordinances, and all rules and regulations of TechCrunch and the venue, or virtual platform, as the case may be, in connection with its participation in the Event(s) as may be set forth from time to time, including without limitation, as applicable, related to COVID-19, data protection and FTC regulations, as more fully described below. Company further agrees to comply with export laws and regulations of the United States and trade controls of other applicable countries, and the U.S. Foreign Corrupt Practices Act, UK Bribery Act, and other applicable anti-corruption laws (“Anti-corruption Laws”). Company will not directly or indirectly offer, pay, give, promise, or authorize any money, gift, or anything of value in violation of Anti-corruption Laws, which prohibit transfer of money or anything of value to any government official or employee, political party, party official, candidate for political office, or private individual for the purpose of: obtaining, retaining, or directing business; influencing any official act or decision; or securing any improper advantage. Company must keep accurate books and records in relation to this Agreement and make those records available to TechCrunch upon request and with reasonable notice. Company’s failure to comply with the anti-corruption obligations under this Agreement shall be considered grounds for immediate termination of this Agreement. For the avoidance of doubt, Company hereby acknowledges that TechCrunch is not responsible for importing or exporting, or for providing any support in connection therewith, of any Company-related materials or products in connection with Company’s participation in the Event(s).
A. Health and Safety. Company shall have its own COVID-19 prevention plan. Company will maintain appropriate safety protocols with respect to the Event, including, without limitation, ensuring that no Company employee, agent or other guest or invitee to the Event (each, an “Company Event Attendee”) has within the past fourteen days prior to the Event: (a) had a suspected/confirmed case of COVID-19; (b) experienced any symptoms of COVID-19 including, without limitation, fever, cough or shortness of breath; or (c) been in close contact with a person known to have COVID-19 (or any known symptoms thereof). Without limiting the foregoing, Company will be responsible for adequate testing for COVID-19 as required by applicable law and best industry practices in order for Company Event Attendees to travel to and from the Event and any quarantining, if any, resulting from any such testing or the Event.
B. Privacy. This Agreement is subject to TechCrunch’s privacy policy (currently located at https://techcrunch.com/privacy-policy/) (as may be amended from time to time, the “Privacy Policy”). Company agrees it is responsible for, and will provide and obtain as applicable, any required notice and consent from any Company Event Attendees with respect to the Privacy Policy.
C. E-Communications. If company is permitted to communicate with attendees of the Event as part of the sponsorship benefits, any email or other e-communication sent by Company in connection with the sponsorship benefits provided by TechCrunch shall (a) include a prominent and easy means to “opt out” of receiving any future communications from Company, (b) contain a link to Company’s privacy policy, and (c) is subject to the CAN-SPAM of 2003 (as amended).
D. FTC Regulations. If Company is permitted to promote its sponsorship of the Event as part of the sponsorship benefits, Company shall ensure that all posts, including without limitation on its website, social media or otherwise, in connection therewith shall be labeled/disclosed in accordance with all applicable laws, including without limitation the Federal Trade Commission’s (“FTC”) guidance including the FTC guides concerning the Use of Endorsement and Testimonial Guides (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf, the guidance at http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking, and the FTC’s Enforcement Policy Statement on Deceptively Formatted Advertisements and attendant guidance (https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses) (collectively, the “FTC Guidelines”). In order to comply with the foregoing and to ensure users are made aware of the connection between TechCrunch and Company prior to viewing the content, Company shall clearly and conspicuously disclose the connection between TechCrunch and Company by including a disclosure at or near the top of any content stating that the content is sponsored (e.g., “SPONSORED,” “#sponsored #TechCrunch” or “#TechCrunch #ad”). Such disclosure shall be included in all placements of any content contemplated under the agreement, including without limitation on blog posts and social media, and shall include both an active link back to the placement where the content originally appeared and a #sponsored tag. Any promotion of native content by either party on their respective social media channels shall comply with the applicable social media’s website policies (e.g., Instagram Terms of Use, TikTok Terms of Service, Pinterest Privacy Policy, Facebook Platform Policies and Facebook Community Guidelines, etc.). TechCrunch shall have the right to review and approve (or reject) any and all content posted by Company in connection this agreement.
E. Union Regulations. In addition, Company must observe all union regulations and electrical codes to which the venue is subject.
9. Warranty. Except as expressly set forth in this Agreement, TechCrunch disclaims any and all other warranties, express or implied. The rights of TechCrunch under this Agreement will not be deemed waived except as specifically stated in writing and signed by an authorized representative of TechCrunch.
10. Entire Agreement. This Agreement will be governed by the laws of the state of New York. These General Terms and Conditions of Agreement and the Sponsorship Agreement contain the entire agreement between the parties with respect to the subject matter hereof, and may not be modified except by mutual agreement between the parties in writing (except as otherwise set forth herein). TechCrunch, or its successor in interest, may assign, delegate, sublicense, convey or otherwise transfer (including by merger or operation of law) the Agreement, or the rights or obligations thereunder, in whole or in part, without prior written consent or notice to Company. This Agreement shall inure to the benefit of and be binding upon the parties, their respective successors and permitted assigns. Company acknowledges and agrees that it is entering into a sponsorship relationship with TechCrunch, that TechCrunch is not a services vendor of Company, and that TechCrunch will not be required to complete risk management, “know your customer”, conflict of interest, or other documentation required of Company’s vendors and third party partners.
For any additional questions please contact your TechCrunch contact or email [email protected].