Sponsorship Terms

Carr Creations LLC Sponsorship Terms and Conditions

THIS AGREEMENT (“Agreement”) is made effective on the date the sponsor (the “Sponsor”) completes the Order Form by and between the Sponsor and Carr Creations LLC d/b/a Type-A Parent of 34 Wall Street, Suite 606, Asheville, North Carolina 28801 (“Type-A Parent” collectively with Sponsor, the “Parties”) for good and valuable consideration, receipt of which is hereby acknowledged.  By completing the Order Form, the Sponsor acknowledges it has reviewed this Agreement and agrees to be bound by all of its terms.

TERM AND TERMINATION: The Term of this Agreement will begin on the Effective Date and will expire 90 days after execution of the Conference(s) noted in the Order Form, or as mutually agreed to between the parties in writing. Any additional conferences or sponsorships developed during the Term will be subject to a separate agreement, signed by the Parties. Either Party may terminate this Agreement upon a breach of the other Party’s obligations set forth in this Agreement if the breaching party fails to cure the breach within ten (10) days notice of the alleged breach. The sponsorship described in the Order Form (hereinafter the “Sponsorship”) is not refundable.

PAYMENT: Payment shall be made immediately to Carr Creations LLC upon completion of the Order Form and but no later than 30 days. Any late payment shall be subject to interest and late fees of 15% annually, charged on a weekly basis. Type-A Parent shall have the right to immediately terminate this Agreement and suspend the Sponsorship, if payment is not received by the due date. Any disputes regarding invoices must be communicated to Type-A Parent within 10 business days of the date of invoice, or they are deemed accurate.

REPRESENTATIONS & WARRANTIES: The Parties represent and warrant that they have the full and unrestricted right, power, and authority to enter into this Agreement on behalf of themselves and any applicable employees or contractors. Sponsor represents that: (a) it has all necessary rights to grant Type-A Parent the right to use the Promotional Materials without infringing and/or breaching any right of any third party including, but not limited to, any intellectual property right, proprietary right, statutory or common law right, or contractual right; (b) that its advertising claims for its products used in connection with this Agreement shall not be false or misleading; (c) that it has in its reasonable data to establish (to the extent actually possible) the truthfulness of any and all advertising and labeling claims and that past usage of the same or similar claims has occurred without, to such party’s knowledge, any objection by any local, state or federal government agency, and (d) information Sponsor provides to Type-A Parent will not knowingly violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person or contain any material which is libelous, slanderous or obscene.

INDEMNIFICATION: Sponsor shall indemnify, defend, and hold Type-A Parent, its parent, officers, directors, employees, agents, successors and assigns, harmless from and against any loss, liability, damage, or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against Type-A Parent in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Type-A Parent’s appearance or association with Sponsor or Sponsor’s breach of any provision of the Agreement, including the representations and warranties, unless such claim arises from Type-A Parent’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Type-A Parent hereunder.

CONFIDENTIALITY. The Parties agree to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement), either before or after termination of the Agreement, any confidential or proprietary information, including without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of the Parties. Confidential information is not limited to a specific medium and can be oral, written, or physical in format. (“Confidential Information”). Any oral or written waiver by either Party of these confidentiality obligations which allows either Party to disclose the Confidential Information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. In the event either Party is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, it will give the other Party prompt written notice of such request so that it may seek an appropriate remedy or waive the other Party’s compliance requirement. Except as otherwise provided, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated:

(i) to have been rightfully in the other Party’s possession prior to the date of the disclosure of such information, if such prior possession was not otherwise subject to a restriction on disclosure;

(ii) to have been in the public domain prior to the date of the disclosure of such information;

(iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of the other Party, or

(iv) to have been supplied to either Party without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in either Party’s possession merely because it may be embraced by a more general disclosure, or merely because it may derived from combinations of disclosures generally available to the public or in either Party’s possession.

PUBLICITY: Neither Party shall publicly communicate information about the other Party in any manner that would diminish its value or harm the reputation of the other Party. Sponsor hereby grants Type-A Parent permission to release information with respect to the existence of the Sponsorship described in this Agreement in any advertising, marketing, public relations or similar publications (such as, but not limited to, marketing brochures, press releases, case studies or references).

LIMITATION OF LIABILITY: In no event shall Type-A Parent or its affiliates, officers, directors, successors or assigns be liable to Sponsor for any indirect, special, consequential, incidental, punitive or non-contractual damages or lost profits arising out of or related to this Agreement or any addendum, including, but not limited to, the performance or breach thereof.

LICENSE GRANT: Not to exceed one year from end of the Conference and terminable at will in the Sponsor’s sole discretion, Sponsor grants to Type-A Parent, a non-exclusive, worldwide, royalty-free right, but not the obligation, to reproduce, publish, publicly display and perform, transmit or otherwise use the Promotional Materials in conjunction with the Sponsorship and Conference, including advertisements and promotions.

NOTICE. Any notice required or permitted to be given hereunder may be effectively given by letter delivered either by personal delivery, registered mail or electronic means to Carr Creations LLC/Type-A Parent may be reached at 34 Wall Street, Suite 606 Asheville, North Carolina 28801 or kelby@typeaparent.com. The Sponsor may be reached through the contact information entered in the Billing Details of the Order Form.

ENTIRE AGREEMENT: This Agreement constitutes the entire understanding of the Parties as it relates to the Sponsorship. No amendment or modification hereof shall be valid unless in writing and signed by the duly authorized representative(s) of the Parties. This Agreement supersedes any prior agreements between the Parties as to the Sponsorship.

FORCE MAJEURE: If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, Acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

GOVERNING LAW AND VENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of law principles, and shall benefit and be binding upon the Parties hereto and their respective successors and assigns. Further, all actions or proceedings instituted by any Party relating to this Agreement shall be instituted in the Buncombe County Court and the Parties do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.

SEVERABILITY: If any term or condition of the Agreement is held to be invalid, void, or otherwise unenforceable by any court of competent jurisdiction, that holding shall in no way affect the validity or enforceability of any other term or condition of the Agreement, unless enforcing the balance of the Agreement would deprive either party of a fundamental benefit of its bargain.

RELATIONSHIP OF THE PARTIES: Nothing contained herein shall place the Parties in the relationship of partners, joint ventures, principal-agent, or employer-employee and neither Party shall have any right to obligate or bind the other in any manner whatsoever.

INSURANCE: Sponsor agrees throughout the term of this Agreement to maintain in full force and effect commercial general liability insurance coverage in an amount not less than $1,000,000 combined single limit, at its own expense. Upon request by Type-A Parent, Sponsor shall furnish a certificate of insurance evidencing coverage prior to the Conference.

BANKRUPTCY: Without limiting in any way the right of any Party to this Agreement to seek monetary damages or other legal, equitable or injunctive relief in the event of any breach of this Agreement, if either Party hereto files a petition for bankruptcy, or is adjudicated bankrupt or if such a petition is filed against either Party, or if either Party is insolvent or makes any assignment for the benefit of its creditors, or enters into an arrangement with its creditors pursuant to any other bankruptcy law, then such other Party may terminate this Agreement, at its sole discretion following such action and shall have no obligation under this Agreement (except to make payments on a pro rata basis) for obligations performed up to the point of such action.

ASSIGNMENT: Except as specifically permitted herein, this Agreement may not be assigned by either Party without the consent of the other. Any assignment without such consent shall be void.

NO WAIVER. The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

HEADINGS. The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

MISCELLANEOUS TERMS AND CONDITIONS:

The Parties agree that the Sponsors will treat all attendees and Conference employees with respect and care. In the case of Type-A Parent deeming that a Sponsor or a Sponsor’s representative is behaving disruptively or disrespectfully while in attendance at the Conference, the Sponsorship will be immediately voided and the Sponsor will be required to leave the premises.

The Sponsorship only includes the benefits listed in the Sponsorship description in the Order Form. No other benefits are implied or assumed. Sponsor may request to add additional benefits at an additional cost. Type-A Parent reserves the right to approve or reject such a request. Any Sponsor or Sponsor’s representative attempting to receive benefits beyond those outlined in the Sponsorship description in the Order Form will be required to leave the premises and the Sponsorship will be immediately voided.

At least two weeks prior to the Conference, Sponsor must request permission from Type-A Parent to bring outside food or beverages on site to serve to Conference attendees. Bringing food or beverages to serve to Conference attendees may result in additional fees as determined by the Conference venue.

Expo Booth Sponsorships include pipe and drape for the perimeter of the booth, one 6’ x 30” table and two chairs. Any additional requirements, including, but not limited to, power, electrical or high speed internet access may require additional fees that are the Sponsor’s responsibility.

The Sponsor is responsible for all other expenses related to the Sponsorship that are not delineated in the Sponsorship description in the Order Form, including, but not limited to, travel, activation costs and hotel expenses. It is the Sponsor’s responsibility to book and pay for any guest rooms needed. Type-A Parent encourages the Sponsor to book guest rooms as soon as possible as the room block with the discounted rate typically sells out quickly.

Type-A Parent has the sole discretion to choose the food and beverage orders for any sponsorship that includes such a benefit. Any other food or beverage orders or requests not included in the Sponsorship description in the Order Form are at the additional expense of the Sponsor.

Conference passes that are included with the Sponsorship can only be used for the Sponsor’s official representatives. All Sponsor representatives must list the Sponsor name on the Conference badge. Conference passes cannot be used for contests, promotions, friends, family members or anyone who is not attending for the purpose of working for the Sponsor.

Type-A Parent has the right to reject any sponsorship or display a sponsor may propose.