Sponsorships Terms and Conditions
Licence and Proprietary Materials
During the Term of the Agreement, each party grants to the other Party a non-exclusive, worldwide, revocable, non-transferable license, without the right of sublicense, to use the Proprietary Materials for the limited purposes and to the extent outlined in the applicable Promotion as mutually agreed by the parties. Either party may revoke this license at any time. Upon revocation or termination of this license, each party will within ten (10) days cease and discontinue all further use of the other Party’s Proprietary Material.
Subject to the limited licenses granted herein and under the Agreement, each party (i) will remain the sole and exclusive owner of its Proprietary Materials, and (ii) reserves all of its right, title, and interest in and to its Proprietary Materials. Additionally, any and all rights to such Proprietary Materials, including any derivates and improvements thereof, will inure to the benefit of the Party that owns such Proprietary Materials.
The Parties will not share any Proprietary Materials (all brand features, any artwork, content, advertising copy, and/or any other copyrightable materials provided or made available) that infringe any copyright, trademark right, or other intellectual property right of any third party, including any right of publicity or privacy.
Each Party will be responsible for delivering the assets necessary to create and design the Proprietary Materials mutually agreed to by the Parties including their respective products and services if applicable to the Event, and all related costs thereof. Further, each Party will cooperate with the other in delivering their Proprietary Materials in accordance with the mutually agreed upon delivery schedule and specifications.
This Agreement contains the entire understanding of the parties and supersedes all prior agreements between them. This Agreement will be governed by and construed in accordance with the laws of England & Wales.
Nosto reserves the right to move the date and location or cancel the Event at its sole discretion. In the event of such a change, Sponsor shall have the right, but not the obligation, to act as a Sponsor of an event within the same calendar quarter. In the event of such a cancellation, Nosto will refund the sponsorship fee previously received, within 45 days, less Sponsor’s portion of any non-refundable deposit. No other expenses incurred by Sponsor will be refunded.
The Parties will each indemnify, defend, and hold harmless the other Party and its affiliates, and its and their directors, officers, employees and agents from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of any third party claim or allegation that its Proprietary Material infringes the intellectual property rights of such third party.
Except for either Party’s breach of confidentiality obligations and indemnification obligations: (a) in no event will either party be liable for any special, incidental, consequential, punitive, or exemplary damages, even if advised of the possibility of such damages; and (b) each Party’s entire liability under this agreement will not exceed the costs associated with the Promotions.