Terms and Conditions for Rollover of Agreement
Terms and Conditions for Rollover of Agreement
- No Admissions; Release and Waiver. Any payments made under this Amendment are not an admission or liability, and the parties hereby terminate all obligations with respect to the Postponed Events under the Agreement. Each party on behalf of itself and its officers, directors, employees, representatives, agents, assigns, and successors (collectively, “Representatives”) releases and forever discharges the other party and its Representatives from all actions, suits, claims, and expenses of any nature, known or unknown, past, present or future, which may arise from a party’s obligations under the Agreement with respect to Postponed Events or the termination of those obligations under this Amendment. The parties further agree that this release constitutes a waiver of California Civil Code Section 1542, which reads: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Each party understands the effect of this provision and has had the opportunity to discuss it with its attorney. The parties understand that this provision is not intended as releasing either party from any actions, suits, or claims in connection with any breach of the Amended Agreement (as defined below) or a breach of, or actions or omissions inconsistent with any of the terms of this Amendment.
- This Amendment shall be effective as of the Effective Date and shall continue until fulfillment of each party’s obligations, unless terminated sooner as permitted under the Agreement or this Amendment.
- COVID-19; Force Majeure. The parties acknowledge and agree that this Amendment is executed due to and during a force majeure event: COVID-19. Therefore, regardless of any other provisions in the Agreement or this Amendment, the parties acknowledge and agree that the worldwide, national, and state-wide emergency of the COVID-19 and all other occurrences outside Company’s reasonable control that may make it illegal, impossible, inadvisable, or commercially impractical to provide Services constitute a force majeure event. Therefore, both parties agree COVID-19 and other force majeure events may affect the timely performance of some or all of the terms of this Agreement, and the parties intend all terms of the Agreement shall be timely performed, except for performance by Company that is made illegal, impossible, inadvisable, or commercially impractical, as determined in Company’s reasonable discretion, as a result of government-ordered closures of venues, services, and other spaces, government-issued shelter-in-place and quarantine orders, government and agency restrictions and recommendations placed on individuals and groups of individuals, health and travel restrictions, floods, fires, wars, epidemics, pandemics, illness, accidents, internet and third party application connectivity, loss of electricity, delays by the other party, and other impediments to performance caused directly or indirectly by any event or circumstances outside the Company’s reasonable control. Company shall not be considered in breach of this Amendment or otherwise liable to the other party for any delay or failure by Company to perform its obligations in any of those instances, as long as Company notifies the other party as soon as reasonably possible (email or text message shall suffice). Company will not provide refunds for these or any other reasons; however, Company may, in its sole discretion, elect to offer an alternative method of fulfilling its obligations (e.g., by replacing obligations with respect to an in-person event with a virtual event or rescheduled in-person event).
- General Terms. This Amendment together with the surviving terms of the Agreement (together, “Amended Agreement”), is the exclusive agreement between the parties with respect to its subject matter and as of the Effective Date supersedes all prior agreements, negotiations, representations, and proposals, written or oral, related to its subject matter. The Amended Agreement’s terms cannot be modified, supplemented, or rescinded except by an agreement in writing signed by an authorized officer of all parties. There are no conditions precedent to the effectiveness of the Amended Agreement except those expressly stated in the Amended Agreement, and the provisions of the Amended Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealing. In entering into this Amended Agreement, neither party has relied upon any statement, representation, warranty, or agreement of the other party except for those expressly contained in the Amended Agreement. No waiver of any breach of any provisions of this Amended Agreement shall be effective unless set forth in an agreement in writing signed by the party against which enforcement of the waiver is sought, and no waiver of any breach will be deemed a waiver of any subsequent or other breach. Nothing in this Amended Agreement shall constitute either party as a partner, agent, fiduciary, franchisor, or employee of the other. In both parties’ dealings with third parties, neither party shall hold itself out as a partner, agent, fiduciary, franchisee, or employee of the other party. This Amended Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
SaaStr Events – Sponsor Rules and Guidelines
In connection with sponsorship of and participation in any event organized by SaaStr, Inc. (“Event”), Sponsors agree to review and adhere to all terms and conditions of the applicable Sponsorship Agreement, these SaaStr Event Sponsor Rules & Guidelines (“Sponsor Rules”) outlined in this document, and the Exhibitor Services Manual posted in the Exhibitor Resource Center or otherwise shared with Sponsor in advance of an Event, all of which are hereby incorporated into the Sponsorship Agreement. The terms “sponsor,” “exhibitor,” and “you” will be used interchangeably throughout.
- Payments: Without exception, all sponsorship fees must be paid in full before the applicable Event start. Payment may be made by ACH, WIRE, or check.
- Late Payments: If payment is not received via the approved payment methods above at least 10 business days before the Event start date, the credit card provided by Sponsor will be processed and incur a 3.5% service fee plus a $350 late fee. If SaaStr does not receive your full payment before the Event start date, you will not be allowed to exhibit in the virtual or physical Expo Hall and may not be permitted to attend the Event, without a refund of any fees paid by you and without further liability to SaaStr.
- No Refunds; Substitutions: Cancellations by Sponsor are not permitted, and no refunds will be given, regardless of the circumstances. In the event an event is postponed or canceled or SaaStr is unable to deliver any of your sponsorship benefits for any reason, SaaStr may substitute alternative benefits or an alternative virtual event, as determined in SaaStr’s sole discretion and without liability to you.
- No Chargebacks: Because SaaStr has a clear No Refunds policy and you have agreed to these terms as a condition of purchasing a sponsorship package, SaaStr will not permit any actual or threatened chargebacks from sponsors or their banks or credit card companies. In the event SaaStr receives a chargeback threat during or after a sponsor’s purchase or a chargeback is placed on a sponsor’s purchase, SaaStr will report that sponsor’s name, email, Sponsorship Agreement date and amount, billing address, and a description of the incident to applicable banks, creditors, and credit bureaus, as well as to any other entities in SaaStr’s sole discretion, to ensure the incident is included in appropriate databases and delinquent account listings. That report may negatively impact a sponsor’s credit score or ability to get funds from creditors or investors, and SaaStr will require you make a full payment of the chargeback amount plus any attorney fees or other expenses incurred in connection with the chargeback incident before SaaStr removes you from those databases.
- Sponsor Responsible for Costs and Expenses: In addition to the sponsorship fees, you are responsible for all costs associated with your participation at the Event including, but not limited to, your costs for the following: equipment, signage, booth properties, furnishings, utilities, taxes and labor not specifically included in your sponsorship package, shipping, giveaways, and staff travel and expenses.
- Sponsor Point of Contact: you will appoint one (1) of your staff members as the designated contact “main marketing contact”, who will receive Event-related communications pre-Event, onsite/during the Event, and post-Event. You will submit your designated contact’s name, address, e-mail, and phone number, and provide an update if the contact or contact information changes, prior to the Event.
- Event Documentation & Communications: Sponsor is responsible for reviewing all Event-related documentation and communications provided pre-event and onsite at the Event for relevant Event information. Sponsor will distribute Event-related documentation and materials to its applicable representatives (i.e. business partner employees, contractors, agents, and/or consultants) working for Sponsor or on Sponsor’s behalf in connection with the Event. Sponsor is responsible for disseminating information to its internal teams and ensuring their timely provision of deliverables to SaaStr Event management, as well as their compliance with these Sponsor Rules and all other applicable laws, rules, and guidelines. SaaStr shall not be responsible for any failure or delay in providing any sponsorship benefits as a result of your failure or delay in complying with any of SaaStr’s instructions or directions. Sponsor shall ensure all of its representatives conduct themselves ethically, honestly, and with integrity in all dealings, and abide by principles of fairness, good faith, and respect consistent with all laws, permit regulations, and internal policies that applicable to your conduct, including SaaStr’s , in connection with the Event
- Event Presence; License: SaaStr invites you to promote your sponsorship presence at the Event using Event logos and trademarks owned or licensed by SaaStr. Subject to full payment of your sponsorship fee and compliance with SaaStr’s brand and content guidelines, SaaStr grants you a non-transferable, nonexclusive, royalty-free license to use those trademarks solely to promote your sponsorship of the Event. You agree to comply with all instructions and directions SaaStr may provide relating to your use of SaaStr’s brand and Event name, in addition to your use of any trademarks, content and other intellectual property owned or licensed by SaaStr. SaaStr retails ownership of all proprietary rights in the Event, its logo and other trademarks, its content and materials, and all other proprietary rights associated with the Event and SaaStr’s websites, applications, and other events and services. Sponsor grants SaaStr the worldwide, nonexclusive, royalty-free, sublicensable right to use logos and other trademarks owned or licensed by Sponsor to promote the Event and deliver sponsorship benefits, and SaaStr agrees to comply with all instructions and directions you may provide relating to SaaStr’s use of your trademarks, on condition that you have delivered those trademarks in a format appropriate for their proposed use and consistent with Event subcontractor requirements. All demonstrations, announcements, promotions, and representatives must be confined to your designated virtual or physical event space, unless otherwise approved in advance by SaaStr in writing.
- For physical events, please be certain to position demonstrations so as to attract attendees to your booth, and to ensure that the aisles do not fill. No promotional announcements may be made over the show floor sound system.
- For all events, Sponsor is responsible for staffing its sponsored space with its own representatives. Sponsor promotional materials (including, without limitation, any signage, products, demos, presentations, giveaways, flyers, links, or other marketing or advertising of any nature) shall be confined to Sponsor’s designated physical or virtual booth or other sponsored space and may not be promoted or otherwise placed, shown, or demonstrated in any other area of the Event, including hallways, lobbies, in-chat, street corners, etc. Sponsor shall not promote any other person or entity, or any products other than the Sponsor’s own products under the brand approved by SaaStr, without SaaStr’s prior written consent. Any Sponsor promotional materials found outside of Sponsor’s designated sponsored space at the Event will be confiscated and disposed of, and may result in the Sponsor being banned from participation in future SaaStr events.
- No Conflicting Activities: During the Event days for physical event sponsorships, Sponsor shall not reserve space or otherwise sponsor or host an event within five miles of the Event venues, including for the purpose of holding a hospitality suite, or any other promotional or educational activity, without the prior written consent of SaaStr, whose consent shall not be unreasonably withheld. Any event conflicting with previously scheduled Event activities is one example of when SaaStr may reasonably withhold such consent.
- No Direct Product Sales: Sponsors may not make direct sales of products within the confines of booth or other sponsored space.
- Compliance: Sponsors agree to respect and follow all rules and regulations of the Event venues (including physical venues, as well as digital platforms like Zoom and others used for virtual events), as well as recommendations and requests of Event sponsor service contractors, first responders or other emergency personnel, and SaaStr Event management.
- Confidentiality: These terms and the pricing of your Sponsorship Agreement are strictly confidential, and Sponsor agrees to protect that information in compliance with the highest industry standards and to at least the same extent as Sponsor protects its own confidential information. Additionally, any Event registrant information SaaStr may share with you has been collected and shared with proper consent for private outreach by Sponsor, but without permission for any additional uses (adding to promotional emailing lists, sharing or selling to any third parties, etc.). Sponsor shall be responsible for obtaining proper consent and complying with applicable privacy and data protection laws once registrant information has been shared.
Booth Infrastructure Regulation
Anything that is unsafe, objectionable, or otherwise detracts from or interferes with a particular section of the Event or the Event as a whole may be prohibited or removed from the Event by SaaStr. If you need further clarification, please contact our sponsor team at email@example.com.
Booth Construction and Signage – Physical Events
- Turnkey Booths: Turnkey booths are structures that are designed, produced and installed by the Event Decorator and for this Event provided by SaaStr Event management as part of your sponsorship package. Use of Turnkey booths are not optional. Sponsors may not bring their own booths. Requests to augment or change turnkey booths and kiosks provided by your sponsorship package must be submitted to SaaStr Event Management for written approval. All turnkey booths and kiosks must follow the same booth infrastructure regulations set forth for standard linear, island and peninsula booths.
- Linear Booths: Linear booths (10’x10’ and 10’x20’) shall not have a back wall higher than 8 ft. Side walls may not extend more than 4 ft. out from the back wall and may not have advertising or company branding on the side facing neighboring exhibits. Items over 4 ft. tall, including but not limited to structures, AV and signage must be within 4 ft. from the back wall. Display materials should be arranged in such a manner so as not to obstruct sight lines of neighboring exhibitors.
- Island Booths: Island booths are freestanding structures and have aisles on all four sides. The maximum height for floor supported structures is 12 ft. in all areas of the booth.
- Booth decor may not exceed the perimeters of the booth size.
- SaaStr reserves the right to remove any exhibit, at the Sponsor’s expense, if the exhibit portion exceeds the limits of the contracted exhibit space.
Booth Approval Procedures
It is the responsibility of the Sponsor to comply with all Sponsor Rules and Event venue regulations and guidelines regarding booth structure and design. You represent and warrant that all booth designs and materials are owned by you or used with prior written consent of the, and you understand that you may not reproduce in any way copyrighted materials, trademarks, rights of publicity, or any other proprietary rights without obtaining prior written consent of the owner of those rights. If your booth does not comply fully with all Sponsor Rules and Event venue regulations and guidelines, SaaStr or the Event venue may require you to make certain adjustments or remove your booth from the Event, which would be at your own expense.
Installation and Dismantling – Physical Events
- SaaStr arranges for the official event general contractor and recommended booth install and dismantle (I&D) labor provider for the Event. Without limiting your obligations under the Sponsorship Agreement, you may, at your discretion, use another bona fide labor provider (referred to as an Exhibitor Appointed Contractor or EAC), provided that both the Sponsor and the EAC comply with the following requirements:
- Sponsor must notify SaaStr and the event general contractor utilizing the Notification of Intent to Use an Exhibitor Appointed Contractor form no later 90 days before the Event.
- Sponsor agrees that it is ultimately responsible for all services in connection with its exhibit, including without limitation, freight, drayage, rentals, taxes and labor.
- Sponsor shall provide evidence that the Sponsor and, if Sponsor elects to use an EAC, Sponsor’s EAC have proper certificates of insurance with at least the minimum coverage described below:
- Comprehensive general liability not less than $1 million USD with respect to injuries to any one person in one occurrence;
- $1 million with respect to injuries to more than one person in any occurrence;
- Workers’ compensation insurance, including employee liability coverage, in a minimum amount no less than $1 million USD of individual and/or aggregate coverage and/or statutory limitation;
- Sponsor and, if Sponsor elects to use an EAC, Sponsor’s EAC’s general liability certificates of insurance must include the name of the Event, be accompanied by an endorsement that names SaaStr, the event general contractor, event venue owners, and the event city and their respective officers, agents, employees, and volunteers, as additional insureds, and be submitted to SaaStr no later than 90 days before the Event, at Sponsor’s cost.
- The exposition floor, aisles, loading docks, service and storage areas at the Event will be subject to the supervision of SaaStr’s event general contractor.
- Sponsor is responsible for ensuring its Exhibitor Appointed Contractor:
- Must agree to abide by all Sponsor Rules and Event venue regulations and guidelines, as included here and outlined in the Exhibitor Manual, including union rules and regulations, and must accept full liability for any negligent or intentional failure to act when the EAC had the duty to do so resulting in property damage to the Event venues or any property owned or managed by the owner(s) of the Event venue(s), and for any negligent actions and willful misconduct.
- Must have all business licenses, permits, and Workers’ Compensation insurance required by the applicable state and city governments and the Event venue’s management prior to commencing work, and shall provide SaaStr with evidence of compliance at its own or Sponsor’s cost.
- General liability certificates of insurance must include the name of the Event, be accompanied by an endorsement that names SaaStr, the event general contractor, event venue owners, and the event city and their respective officers, agents, employees, and volunteers, as additional insureds, and be submitted to SaaStr no later than 90 days before the Event, at its own or Sponsor’s cost. If the proper documentation is not received by the deadline date, Sponsor must utilize labor from SaaStr’s event general contractor and the EAC will only be permitted to supervise.
- Shall be prepared to provide evidence that it has a valid authorization from Sponsor for services.
- May not solicit business on the Event floor. Solicitation of business on the Event floor may result in removal from the exhibit hall.
- Must confine its operations of Sponsor’s exhibit area.
- Shall provide, if requested, evidence that it possesses applicable and current labor contracts and must comply with all labor agreements and practices, at its own or Sponsor’s cost.
Please submit, via email, EAC forms & Certificates of Insurance no later than 90 days before the Event to:
2021 SaaStr Annual, ℅ Sponsor Team
255 Kansas St., Suite 300, San Francisco, CA, 94103
Booth Infrastructure Regulations – Physical Events
- Decoration: SaaStr has the authority to determine whether placement, arrangement, and appearance of all items displayed by the Sponsor comply with Event standards and venue rules and guidelines. This may require the replacement, rearrangement, or redecoration of any item or of any booth. SaaStr is not liable for any related cost that may be incurred by Sponsor.
- Electrical Wiring: SaaStr’s event general contractor’s pre-designated electrical union is responsible for all electrical installation, distribution and maintenance on the expo floor. Sponsor materials cannot be used for under carpet or concealed wiring. Use of another exhibitor’s electrical hook-up is strictly forbidden due to potential fire hazard risks. In the event that the Event exhibit hall is damaged or destroyed due to negligence, willful misconduct or other failure on the part of Sponsor to comply with the local fire agency’s fire and hazard regulations, Sponsor is responsible and liable for all damages incurred.
- Fire Protection Measures/Fireproofing: All materials used in the construction and decoration of an exhibit must be flame retardant. All carpeting and floor coverings must have Class 1 flame spread rating and UL between 0 and 25. No storage of flammable materials is allowed in the utility areas. Cooking or heating food by any means (electrical, gas, microwave) is not permitted in booths.
- Lighting: Overhead lighting fixtures and lighting trusses installed by the Event general contractor are allowed outside the boundaries of your contracted exhibit space at the discretion of SaaStr and Event venue management. Sponsors intending to use hanging light systems should submit drawings to SaaStr’s Event management for approval prior to the Event. Lighting must be directed to the inner confines of your booth space and should not project into aisles, onto other exhibitors, or interfere with other booths in any way. Lighting that spins, rotates, or pulsates, and other specialized lighting effects should be in good taste and not interfere with neighboring exhibitors or otherwise detract from the general atmosphere of the Event. Use of strobe lights is not permitted.
- Cabling/Ceiling Suspensions: Booth structures should be built to be structurally sound. Exhibits whose structural integrity requires cabling and/or suspension from the ceiling are NOT permitted.
- Sound, Noise, Music, and Odors: Noisily operated displays and exhibits producing objectionable sound or odors are not allowed. Sound demonstrations and equipment should not exceed 85 decibels. Exhibitors should be respectful of their neighbors. If there are presentation conflicts with a neighboring booth, SaaStr Event management expects exhibitors to work with each other to arrive at a mutually acceptable compromise. SaaStr Event management may mitigate as a last resort, with the understanding that SaaStr’s opinion will be accepted by all parties as the final resolution. Sponsors should be aware that music played in their booths, whether live or recorded, may be subject to laws governing the use of copyrighted compositions. Sponsors are responsible for obtaining appropriate licenses from ASCAP, BMI and SESAC, which are authorized licensing organizations that collect copyright fees on behalf of composers and publishers of music, and Sponsor agrees to indemnify, defend, and hold harmless SaaStr, its affiliates, and their directors, officers, employees, contractors, volunteers, and other representatives and agents from and against all actions, suits, or claims arising out of Sponsor’s choice to play music, failure to obtain appropriate licenses required for playing music, and infringement of any copyright, trademark, or other intellectual property rights owned by third party.
- Targeted Move-in: Refer to the Sponsor move-in details found in the Exhibitor Resource Center or the exhibitor manual for your move-in day. To ensure a safe and smooth move-in, target dates and move-in slots will be strictly enforced. When scheduling other services (labor, electrical, etc.), please be aware of your freight delivery, and schedule other services accordingly. If your freight arrives “off target” either before or after your scheduled move-in time, you will be assessed an off target fee.
- Storage: Nothing may be stored behind the booths. All packing containers, wrapping materials, carrying cases, etc., must be stored off the exhibit floor. The Fire Marshall inspects all exhibits to ensure compliance.
Booth Staff and Personnel
- All booths must be staffed during Event hours.
- All Sponsor Booth Staff must be registered for the Event as attendees. For virtual events, this registration ensures your team will have proper access to the Event. For physical events, this credential will grant your team access to the expo hall during designated set-up, tear down, and early access times. For physical events, you may need a government-issued photo ID in order to pick up your badge, and no one will be allowed on the expo hall floor without proper identification. Registration can be done online at saastrannual.com.
- The Event is a business event, and as such discourages the use of inappropriately dressed booth staff, demonstration personnel or hired talent. SaaStr and Event venue management reserve the right to enter any portion of the virtual or physical booth premises and to eject from the Event any non-badged, improperly badged, unprofessionally or objectionably dressed person, or other persons deemed objectionable for any reason in SaaStr’s reasonable discretion. Please refer to the Sponsor Code of Conduct in the Exhibitor Resource Center for appropriate behavior during the Event.
- For physical events, registered booth staff may access the expo hall floor only during published load in and load out and expo hall hours, or other hours as needed with the prior consent of SaaStr and Event venue management.
Sponsored Space Activities
- Giveaways/Handouts: Sponsor may distribute items, samples, souvenirs, etc., only from the confines of its physical or virtual booth. Sponsor flyers, promotional materials, or any other Sponsor advertising may not be placed or posted anywhere else within the Event venues, without express permission from SaaStr. For physical events, promotional materials MAY NOT be distributed outside of the Event venues or on any street corners surrounding the Event venues. Any materials found in any public areas or being distributed without authorization outside of the Sponsor’s physical or virtual booth space will be confiscated and discarded or deleted, and could jeopardize Sponsor’s ability to participate in the remainder of the Event and in any future SaaStr events. Sponsor is responsible for compliance with all applicable laws and regulations regarding giveaways.
- Obstruction of Aisles/Booth Demonstrations: For physical events, Sponsor may not conduct demonstrations or activities that result in obstruction of aisles or prevent ready access to neighboring exhibitors’ booths. For all events, demonstrations are to be straightforward, professional and relative to the displayed product. The use of demonstrators, gimmicks, mimes, magicians, robots, Segway scooters, etc. in the aisles is prohibited at all times. Products or demonstrations must be placed inside the booth boundaries and, for physical events, must not result in aisles being blocked. Sponsor-contracted models or other talent may not canvas inside or outside the Event expo hall distributing materials for physical Events or otherwise inviting Event attendees to the Sponsor’s booth (including without limitation in-chat for virtual events). SaaStr Event management reserves the right to terminate any objectionable activities.
- Photography: Sponsors may take photographs and video of their booths only and are solely responsible for obtaining appropriate consent (e.g., release forms signed by attendees in their booths). Photography or videotaping is not allowed on the Event floor without SaaStr’s prior written approval.
- Prize Drawings/Raffles: Drawings may only be conducted within the confines of Sponsor’s physical or virtual booth or as approved in writing by SaaStr with respect to other spaces sponsored by Sponsor. For physical events, due to fire and safety regulations, public aisles cannot be blocked. Sponsor is responsible for compliance with all applicable laws and regulations. It is recommended that you post the winner’s name within your booth. Announcements made by overhead public address system are not permitted.
Exhibit Hall Activities – Physical Events
- Age Restriction: You must be 18 years of age to attend the Event, and any of the related events or move-in and move-out of the Expo Hall. Requests for any exception to this term must be made in writing to SaaStr, which SaaStr may approve or deny in its discretion. Children under the age of 18 are permitted in designated childcare.
- Alcoholic Beverages: Alcoholic beverages are not permitted in the Event hall at any time without written approval from Show Management. With approval, alcoholic beverages may only be provided by authorized food and beverage providers. The maximum portion size of any container holding an alcoholic drink is 12 ounces, regardless of who is providing the container.
- Animals: With the exception of working service dogs, animals are not allowed in Event venues without prior written approval of Show Management.
- Badge Control: False certification of an individual as an exhibitor’s representative, misuse of an exhibitor’s badge, or any other method or device used to assist unauthorized personnel to gain admittance to the Event floor, will be cause for expulsion of the exhibitor and its representatives from the exhibit floor and/or banning them from future entrance into the Event. This would also warrant the removal of the exhibitor’s booth from the Event floor without obligation on the part of SaaStr to refund of any fees paid by Sponsor. Sponsor, its employees, representatives and agents, and anyone present at the Event as a guest or agent of the Sponsor, waive any rights or claims for damages arising out of the enforcement of this rule.
- Balloons/Blimps: Helium balloons are not permitted.
- Catered Food: Sponsor may only provide food or beverage to Event attendees if procured and arranged through the Event venue’s food and beverage provider. Bowls of individually wrapped hard candy, jelly beans, etc. are excluded from this requirement.
- Environmental Responsibility: Based on the principles of Rethink, Reduce, Reuse, and Recycle, SaaStr and the Event venues are committed to supporting a more sustainable environment by urging exhibitors to follow green best-practices. Recycling cardboard, freight boxes, plastic wrappings and other paper during move-in and move-out helps this effort. Using soy/vegetable- based ink and post-consumer, recycled paper in printed pieces; providing giveaways made of recycled, responsibly grown natural fiber and nontoxic and biodegradable materials; designing booths and displays using environmentally responsible materials and energy-efficient lighting are some of the ways you can begin this effort pre-conference.
- General Security: All exhibitors are responsible for making provisions for the safety of their goods, materials, equipment and displays at all times. General overall security services will be provided 24 hours a day from 12:00 a.m. on the first day of the Event through 11:59 p.m. on the last day of the Event. SaaStr, the Event venues, and their respective employees and subcontractors are not responsible for the loss or damage of any property from any cause. If you would like to order dedicated security guard service for your booth, please contact SaaStr and Event venue management.
- Obstruction of Aisles/Booth Demonstrations: Sponsor may not conduct demonstrations or activities that result in obstruction of aisles or prevent ready access to neighboring exhibitors’ booths. Demonstrations are to be straightforward, professional and relative to the displayed product. The use of demonstrators, gimmicks, mimes, magicians, robots, Segway scooters, etc. in the aisles is prohibited at all times. Products or demonstrations must be placed inside the booth boundaries and must not result in aisles being blocked. Sponsor-contracted models or other talent may not canvas inside or outside the Event expo hall distributing materials or otherwise inviting Event attendees to the Sponsor’s booth. SaaStr Event management reserves the right to terminate any objectionable activities.
- Smoking: Smoking is strictly prohibited on the Event expo hall floor.
- Wireless: Wired and wireless Internet access will be provided exclusively by the authorized Internet provider for the Event. Wireless devices not authorized by the Internet provider and SaaStr are strictly prohibited. Any exhibitor who tries to compromise the security of the Event by “hacking” into Event systems and/or makes untrue inferences about the security of the Event systems may be asked to leave the Event. Additionally, if the information is used for promotional purposes, exhibitors will be responsible for correcting any untrue inferences with the media. Anyone wishing to showcase wireless products at the Event must contact SaaStr’s Event management at least 90 days before the Event with details of their request and subject to SaaStr’s written approval, which SaaStr may grant, withhold, or condition in its sole discretion.
- Hotspots: Using Event wireless Internet for “hotspots” or other wireless conduits is prohibited. Any exhibitor who is found compromising the wireless Internet service, or unduly placing strain on wireless Internet bandwidth, may be asked to leave the Event. Wired Internet access points are available to all exhibitors via the authorized Internet provider for the Event.
In addition to the insurance requirements in the Installation and Dismantling section for physical events, Sponsor acknowledges and understands that neither SaaStr, nor any of its designated Event service providers, nor the Event venues, maintains insurance covering Sponsor’s property or errors and omissions, and that it is the sole responsibility of Sponsor to obtain appropriate insurance coverage for its presence, property, and participation at the Event.
SaaStr is not responsible for any loss or damage as a result of any substitution, alteration, cancellation, or postponement of the Event. The parties acknowledge and agree that the worldwide, national, and state-wide emergency of the COVID-19 coronavirus pandemic and related government restrictions and public health and safety recommendations (“COVID-19”) is a force majeure event outside SaaStr’s reasonable control and that COVID-19 may make it illegal, impossible, inadvisable, or commercially impractical to host the Event. Therefore, both parties agree COVID-19 and other force majeure events defined below may affect the timely performance of some or all of the terms of this Agreement, and the parties intend all terms of these Sponsor Rules shall be timely performed, except for performance by SaaStr that is made illegal, impossible, inadvisable, or commercially impractical, as determined in SaaStr’s sole discretion, as a result of government-ordered closures of venues, services, and other spaces, government-issued shelter-in-place and quarantine orders, government and agency restrictions and recommendations placed on individuals and groups of individuals, health and travel restrictions, floods, fires, other extreme weather, wars, epidemics, pandemics, illness, accidents, internet and third party application connectivity, loss of electricity, delays by the other party, and other impediments to performance caused directly or indirectly by any event or circumstances outside the SaaStr’s reasonable control. SaaStr shall not be considered in breach of these Sponsor Rules or otherwise liable to the other party for any delay or failure by SaaStr to perform its obligations in any of those instances, as long as SaaStr notifies the other party as soon as reasonably possible (email shall suffice). SaaStr will not provide refunds for these or any other reasons; however, SaaStr may, in its sole discretion, elect to offer an alternative method of fulfillment (e.g., replacing an in-person event with a virtual event or rescheduled in-person event).
Sponsor shall indemnify, defend, and hold SaaStr, the Event general contractor, Event venue owners, and the Event city, and their respective SaaStr, its affiliates, and their directors, officers, employees, contractors, and other representatives and agents (collectively, “Indemnitees”) harmless from and against any and all losses, damages, claims, demands, suits, causes of action, costs, fees (including, without limitation, attorneys’ fees), taxes, and liabilities (collectively, “Claims”) arising out of (i) any negligent, reckless or intentionally wrongful act or omission of Sponsor or any of Sponsor’s officers, directors, employees, agents, contractors (including independent contractors and the EAC), or other representatives (collectively, “Sponsor’s Agents”) at and in relation to the Event, (ii) the breach of any term or condition of the Sponsorship Agreement, these Sponsor Rules, and the Exhibitor Services Manual posted in the Exhibitor Resource Center, by Sponsor or any of Sponsor’s Agents or failure to comply with all rules and regulations of the Event venues, Event sponsor services contractors, first responders and emergency service providers, and SaaStr Event management personnel, (iii) the breach of any term, covenant, or condition of any Release of Liability agreement delivered to the venue owner/operator by Sponsor or Sponsor’s Agents as a precondition to use the Event venues, (iv) the failure of Sponsor to pay any amounts due to a third party for services rendered to or for the benefit of Sponsor at the Event venues or during the Event, (v) any judgment, award, settlement, attorneys’ fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or third party Claim, (vi) any infringement or violation by Sponsor or any Sponsor representative of intellectual property or other right of any person, and (vii) any failure of Sponsor to perform in accordance with all applicable laws, rules and regulations, including without limitation, all applicable data security and privacy laws. In the event of any Claim giving rise to right of indemnification under this section, the indemnified party shall have the right to approve counsel chosen by the indemnifying party to defend the Claim, which approval shall not be unreasonably withheld or delayed. In the event that a conflict arises in the defense of any Claim, each party shall have the right to engage independent counsel at the expense of the indemnifying party.
YOU UNDERSTAND AND AGREE THAT THE SPONSORSHIP BENEFITS AND EVENT ARE PROVIDED “AS IS” AND SAASTR, ITS AFFILIATES, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND OTHER REPRESENTATIVES AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SAASTR, ITS AFFILIATES, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND OTHER REPRESENTATIVES AND AGENTS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM SPONSORSHIP OF OR PRESENCE AT A SAASTR EVENT, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE EVENT OR THAT THE EVENT WILL MEET ANY SPONSOR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. SPONSORSHIP OF AND PRESENCE AT A SAASTR EVENT IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR SPONSORSHIP OF OR PRESENCE AT THE EVENT IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE SPONSORSHIP OF OR PRESENCE AT THE EVENT. THE ENTIRE RISK ARISING OUT OF SPONSORSHIP OF OR PRESENCE AT THE EVENT REMAINS WITH YOU. SAASTR DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY SPONSOR OR REGISTRANT INFORMATION OR COMMUNICATIONS BETWEEN SPONSORS OR REGISTRANTS. SAASTR CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM SPONSORSHIP OF OR PRESENCE AT THE EVENT. SPONSORSHIP OF AND PRESENCE AT THE EVENT IS AT YOUR OWN RISK.
Limitation of Liability
IN NO EVENT SHALL SAASTR, ITS AFFILIATES, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND OTHER REPRESENTATIVES AND AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE), ARISING OUT OF THE SPONSORSHIP OR PRESENCE AT THE EVENT OR THE INABILITY TO BE PRESENT AT THE EVENT OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SAASTR, ITS AFFILIATES, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND OTHER REPRESENTATIVES AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM CUMULATIVE LIABILITY OF SAASTR, ITS AFFILIATES, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND OTHER REPRESENTATIVES AND AGENTS TO YOU AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE SPONSORSHIP OR THE EVENT, INCLUDING WITHOUT LIMITATION FOR TERMINATION OF THE SPONSORSHIP AGREEMENT OR EJECTION OF SPONSOR FROM THE EVENT FOR VIOLATION OF THE TERMS AND CONDITIONS OF THE SPONSORSHIP AGREEMENT, THESE SPONSOR RULES, EVENT CODE OF CONDUCT, AND THE EXHIBITOR SERVICES MANUAL POSTED IN THE EXHIBITOR RESOURCE CENTER OR OTHERWISE SHARED WITH SPONSOR, OR FOR ANY OTHER REASON, SHALL BE LIMITED TO THE AMOUNT OF THE SPONSORSHIP FEE PAID TO SAASTR.
Disputes; Waiver of Class Action
Sponsor agrees to resolve disputes on an individual basis only. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO BRING ANY ACTION, LAWSUIT, OR PROCEEDING AS A CLASS OR COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR AY OTHER PROCEEDING IN WHICH ANY PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. As part of each party’s best efforts to resolve any disputes that may arise regarding your sponsorship of or presence at the Event, and prior to initiating formal legal proceedings, each party agrees to provide notice of the dispute to the other party, including a description of the dispute, what efforts have been made to resolve it, and what the disputing party requests as a resolution to firstname.lastname@example.org.
Soliciting, whether exhibitor-to-attendee, attendee-to-exhibitor, or exhibitor-to-exhibitor, is prohibited at the Event or otherwise on the premises of Event venues. Recruitment by competitors of SaaStr is prohibited at the Event. We reserve the right to eject any individuals from the Event if they are reported to be soliciting in the Event expo hall or other Event areas. We encourage attendees to support the paid Sponsors who, in turn, are supporting the industry. We also encourage you to avoid sales pitches from non-exhibitors. Please refer to the Sponsor Code of Conduct for appropriate behavior during the Event.
Choice of Law; Venue
These Sponsor Rules are governed by the laws of the State of California, as applied to agreements entered into and performed in California by California residents, without regard for its conflict of law provisions. The parties consent to exclusive jurisdiction and venue within San Francisco, California.
Failure by either party to enforce any provision herein will not be deemed a waiver or forfeiture. If any provision is deemed illegal, invalid, or unenforceable, that provision will be amended to achieve as nearly as possible the same effect of the original provision and all other provisions shall remain in full force and effect.
These Sponsor Rules, together with all other policies and documents incorporated by reference herein, are the exclusive agreement between the parties with respect to its subject matter and as of the date accepted supersedes all prior agreements, negotiations, representations, and proposals, written or oral, related to its subject matter. These Sponsor Rules cannot be modified, supplemented, or rescinded except by an agreement in writing signed by an authorized officer of all parties, except that SaaStr may elect to change or supplement these terms from time to time as legally advisable and in its sole discretion and will use commercially reasonable efforts to notify you of any material changes. Within ten (10) business days of posting or notifying you of changes to these terms, they will be binding on you. There are no conditions precedent to the effectiveness of these Sponsor Rules except those expressly stated herein, and the provisions of these Sponsor Rules may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealing. In entering into these Sponsor Rules, neither party has relied upon any statement, representation, warranty, or agreement of the other party except for those expressly contained in these Sponsor Rules. No waiver of any breach of any provisions of these Sponsor Rules shall be effective unless set forth in an agreement in writing signed by the party against which enforcement of the waiver is sought, and no waiver of any breach will be deemed a waiver of any subsequent or other breach. Nothing in these Sponsor Rules shall constitute either party as a partner, agent, fiduciary, franchisor, or employee of the other. In both parties’ dealings with third parties, neither party shall hold itself out as a partner, agent, fiduciary, franchisee, or employee of the other party. These Sponsor Rules shall be binding upon and inure to the benefit of the parties and their successors and assigns.
These Sponsor Rules have been formulated to help ensure a successful Event, and all sponsors must observe all rules and regulations in these Sponsor Rules, as well as all Event venue rules and guidelines and applicable laws. All points not covered are subject to the decision of SaaStr, in its sole discretion.
If SaaStr finds an exhibit or Sponsor in violation of any rule or restriction, SaaStr may require Sponsor to remedy the violation or may remove the exhibit or Sponsor from the Event. Upon such violation or removal, SaaStr will not provide any refund of amounts paid by Sponsor, and is expressly not liable for any damage or injury resulting from such removal.
Should you have any questions or need clarification regarding these Sponsor Rules, please contact our Sponsor or Events teams at email@example.com or firstname.lastname@example.org.
LINK! I found it here, but it should live in a more timeless place than a 2019 event: https://www.saastrannual2019.com/code-of-conduct