These Terms and Conditions apply to the Event and program as defined in the Contract, Statement of Work, Purchase Order and/or Insertion Order hereafter (“Contract”) between Haymarket Media, Inc. (HMI), a New York Corporation and the Client.
The success of the program defined in the Contract is reliant upon the Client providing any and all materials and approvals required for the program along with adhering to all required timelines. Any delay or failure to provide required materials or approvals can adversely impact program effectiveness and associated costs and may require a change order of the Contract. In the event that the Sponsorship Package includes Client materials onsite at the Event, materials must be pre-approved and delivered by the deadline.
Nothing in the Contract shall be construed to transfer ownership of any pre-existing intellectual property rights or trademarks of either Party. However, the Parties agree to a limited licensing of their Marks as follows:
HMI grants a non-exclusive license to Client to use for the sponsorship of the Event, the applicable (“Haymarket Marks”), and any deliverable provided to Client solely for those purposes for the applicable Contract subject to these Terms and Conditions.
Client hereby grants a non-exclusive license to HMI to use Client Mark for the purposes required under the applicable Contract subject to these Terms and Conditions in order for HMI and other third parties to promote, fulfill their obligations or exercise their rights for the Event.
Indemnification by HMI. HMI shall indemnify, defend, and hold harmless Client and its affiliates, officers, directors, employees, and agents from and against all liabilities, losses, costs and expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from: (i) any willful misconduct or negligent act or omission of HMI and/or its affiliates; (ii) any violation by HMI and/or its affiliates of any local, state, or federal law, rule, or regulation applicable to the performance of HMI’s obligations under the Contract; (iii) performance by HMI and/or its affiliates of the services hereunder, including any infringement of copyright or other intellectual property right of any kind whatsoever (excluding infringement by Client’s products, trademarks, trade names, service marks, etc., of others’ patents, names or marks); or (iv) HMI’s breach of Contract.
Indemnification by Client. Client shall indemnify, defend, and hold harmless HMI and its affiliates, officers, directors, employees, and agents from and against all liabilities, losses, costs and expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from: (i) any willful misconduct or negligent act or omission of Client and/or its affiliates; (ii) any violation by Client and/or its affiliates of any local, state, or federal law, rule, or regulation applicable to the performance of Client’s obligations under the Contract; (iii) performance by Client and/or its affiliates of the services hereunder, including any infringement of copyright or other intellectual property right of any kind whatsoever (excluding infringement by HMI’s products, trademarks, trade names, service marks, etc., of others’ patents, names or marks); or (iv) Client’s breach of Contract.
Assumption of Risks, Releases
Client expressly assumes all risks associated with, resulting from or arising in connection with Client’s participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Client, whether caused by a third party’s negligence, a third party’s intentional act, accident, act of God or otherwise. Client has sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. Client hereby releases HMI and Venue from all liability with respect to any and all risks, losses, damages and liabilities described in this paragraph.
Code of Conduct
Client and their guests must comply with the rules and regulations governing the Venue, including black tie preferred dress code. HMI requires Client and guests to conduct themselves with the highest ethical standard at all times. HMI reserves the right to refuse admission to any person whom HMI considers, in our absolute discretion, to be unsuitable to the Event or to remove such person after the start of the Event. In such circumstances, there will be no refund to entry fee.
Care of Venue
Client shall pay for any and all damages to the Venue or associated facilities or the property of others caused by the gross negligence or willful misconduct of the Client.
Limitation of Liability
Under no circumstances shall HMI or the Venue be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any of their acts or omissions, whether or not apprised of the possibility of any such lost profits or damages. In no event shall HMI’s maximum liability, under any circumstance, exceed the amount actually paid by Client under the Contract. HMI makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters. The aforementioned limitations shall not apply to any damages directly caused by the grossly negligent or willful acts of HMI or the Venue, their employees, agents or affiliated parties.
Cancellation by Client
If Client desires to cancel the Contract, Client may only do so by giving notice thereof in writing sent to HMI with evidence of receipt. Provided written cancellation is received and confirmed by HMI, Client will be liable for the fees as follows:
Greater than 120 days prior to the Event- Client is liable for 75% of the total Contract
91 -120 days prior to the Event- Client is liable for 85% of the total Contract
0 – 90 days prior to the Event– Client is liable for 100% of the total Contract;
If Client fails to cancel and does not attend the Event, the Client is liable for 100% of the total Contract.
Payment is due thirty (30) days from invoice, unless otherwise stated on the Contract. If Client fails to make a payment required by the payment terms of the Contract, HMI may terminate the Contract without further notice and without obligation to refund monies previously paid. In the event HMI refers to Client’s account to a collection agency or attorney due to non-payment, Client will be liable for all of HMI’s costs and expenses incurred in connection with Client’s non-payment, including, without limitation, court costs and reasonable collection or attorney fees.
Cancellation of the Event
In the unlikely event HMI cancels the Event due to circumstances beyond its reasonable control (such as acts of God, acts of war, acts of terrorism, governmental emergency, labor strike or unavailability of the Venue), HMI shall refund to Client any payments already paid for the Event, minus a share of costs and expenses actually incurred, in full satisfaction of all liabilities of HMI to Client. HMI reserves the right to cancel, rename or relocate the Event or change the dates on which it is held. In the event HMI cancels or reschedules the Event for reasons other than Force Majeure, HMI shall refund to Client any amounts already paid for the Event, without set-off for costs and expenses incurred. Except as stated herein, HMI shall have no other obligation to refund the Client any payments.
Each Party will hold the Confidential Information of the other Party in strict confidence and treat that information with the same degree of care as it uses in dealing with its own confidential information, but no less than a reasonable degree of care. Each Party will use the other Party’s Confidential Information solely for the purposes of the Contract. Confidential information includes, but not limited to, business plans, strategies, and trade secrets of either Party. The details of the Contract or information should be identified as confidential or by its nature would reasonably be understood to be confidential. Either Party may share such Confidential Information with its employees, directors, agents, or third-party contractors who need to know it and if they have agreed with either Party in writing to terms at least as restrictive as those in the Contract. Other than as allowed in the preceding sentence, each Party will not disclose or make such Confidential Information available to any third party, except as specifically authorized by the Disclosing Party in writing. The Receiving Party’s obligations do not apply to information that: (a) was known to them without restriction before receipt from the Disclosing party; (b) is publicly available through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the Disclosing Party without reference to any Confidential Information as demonstrated by written records. The Receiving Party may disclose Confidential Information when compelled to do so by law, but only if it: (a) promptly provides prior notice to the Disclosing Party and an opportunity for the Disclosing Party to seek a protective order, and (b) discloses only the minimum amount of Confidential Information that is necessary to comply with the required disclosure. Upon the Disclosing Party’s written request, the Receiving Party will promptly return all Confidential Information and copies, or certify in writing that it has destroyed all such materials.
Compliance with Laws, Rules, and Regulations
Client and HMI agrees that any and all matters pertaining to the Event shall be in compliance with all applicable local, state, federal laws, rules and regulations.
These Terms and Conditions together with the applicable Contract contains the entire understanding of the Parties with respect to the subject matter covered by any particular Contract and supersedes any prior written or oral communications concerning the particular services and may only be modified in writing subject to mutual agreement of the Parties hereto.
These Terms and Conditions shall in all respects be governed, construed and interpreted in accordance with the laws of the State of New York. Venue and exclusive jurisdiction of any dispute arising out of these Terms and Conditions shall be in courts of competent subject matter jurisdiction in New York, New York.