Event Sponsorship Terms & Conditions
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Thank you for choosing to sponsor an event organized or hosted by Mindbody or its Affiliates (the "Event," as further described in the applicable Order Form). The first day of the Event shall be referred to herein as the "Event Start Date". As an event sponsor ("Sponsor") you agree to be bound by these Event Sponsorship Terms & Conditions (the "Agreement"). This Agreement is effective ("Effective Date") on the date you accept this Agreement by clicking an "I Agree" button or otherwise indicate that you accept this Agreement (including through an Order Form).
This Agreement is a binding legal agreement between you and the applicable Mindbody entity indicated below ("Mindbody Entity", and also referred to in this Agreement as "Mindbody", "we", "us" or "our"). The information below sets forth the Mindbody Entity you have entered into this Agreement with, depending on where you are domiciled:
- If you are domiciled in Australia or New Zealand and their respective territories, the Mindbody Entity is MINDBODY Australia Pty Ltd, an Australian proprietary limited company.
- If you are domiciled in the United Kingdom or Isle of Man, the Mindbody Entity is MINDBODY, Ltd., a private limited company registered in England and Wales.
- If you are domiciled in the United States and its territories, and all other countries, your Mindbody Entity is MINDBODY, Inc., a Delaware corporation.
Mindbody may organize and deliver events in conjunction with its parent company, subsidiaries, and other affiliated entities under common control (collectively, "Affiliates"). All rights, protections, disclaimers, and limitations inuring to Mindbody under this Agreement extend equally to Mindbody's Affiliates.
If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to "you" and "your" in this Agreement are referring to that entity. You and Mindbody are also sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties".
The Parties agree as follows:
1. Sponsor Obligations
1.1 Sponsor shall not sublet or share the space assigned to them without prior written approval from Mindbody.
1.2 Sponsor personnel are restricted to owners and full-time employees of Sponsor. Other authorized representatives of Sponsor must be approved by Mindbody in writing at least 30 days prior to the Event Start Date.
1.3 Sponsor shall obtain Mindbody's prior written approval for all social media mentions of Mindbody or Sponsor participation in the Event. Such approval requests shall be sent to Mindbody at the following: [email protected].
1.4 Sponsors and Sponsor personnel shall abide by the relevant Code of Conduct for the specific Event and venue they attend.
1.5 Sponsor and Sponsor's personnel attend and participate in all Event activities, including any food, beverage, entertainment, or off-site activities organized or provided by Mindbody or its Affiliates, at their own risk. Mindbody is not responsible for any injury, illness, loss, or damage arising from such participation.
1.6 Sponsor represents and warrants that Mindbody has permission to use any material provided to Mindbody by Sponsor or independently displayed, distributed, or presented by Sponsor at the Event in accordance with this Agreement and any Order Form and Mindbody's use thereof in accordance with the Agreement and any Order Form will not infringe, misappropriate, or otherwise violate any right of any third party.
2. Mindbody Obligations
Mindbody will provide Sponsor with the benefits and privileges associated with your sponsorship as described in materials provided to you by Mindbody. Unless expressly stated in the applicable Order Form, Mindbody's obligations do not include payment or reimbursement of any kind, including but not limited to any hotel, travel, transportation, meals outside of those provided at the Event, or other personal expenses incurred by Sponsor or Sponsor's personnel. All such expenses are the sole responsibility of Sponsor.
3. Payment
Unless otherwise stated on an Order Form, Sponsor shall pay the fees due to Mindbody for the sponsorship package and any additional items or add-ons purchased under this Agreement (the "Sponsorship Fees") as follows: one hundred percent (100%) prior to the Event Start Date.
4. Cancellation
4.1 Cancellation notices under this Section 4 must be received in writing by Mindbody in accordance with the notice requirements set forth in Section 12 of this Agreement.
4.2 If the Sponsor cancels its participation in the Event after the Effective Date, the Sponsor shall pay to Mindbody as liquidated damages (the "Liquidated Damages") the following:
4.2.1 If advance written notice is provided more than 30 days prior to the Event Start Date, Sponsor shall pay 50% of the Sponsorship Fees.
4.2.2 If advance written notice is provided 30 days or less prior to the Event Start Date, Sponsor shall pay 100% of the Sponsorship Fees.
4.3 The Parties intend that the Liquidated Damages constitute compensation, and not a penalty. The Parties acknowledge and agree that the harm caused by a Sponsor's cancellation would be difficult to accurately estimate as of the Effective Date, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harms that might arise from Sponsor's cancellation.
4.4 Upon receipt of cancellation notice, Mindbody shall have sole discretion to resell any sponsorship item(s) or level(s) forfeited. For the sake of clarity, Mindbody is not required to mitigate its losses in such an event, and the Liquidated Damages shall remain payable even where Mindbody is able to resell the sponsorship item(s) or level(s).
4.5 Should Mindbody elect to cancel the Event, Mindbody shall, at its sole discretion, either: (1) provide Sponsor with a credit for the amount paid which can be applied towards a different Event; or (2) refund the amount paid.
5. License
5.1 Subject to Mindbody complying with the terms of this Agreement, the Sponsor grants Mindbody and its Affiliates a non-exclusive, non-transferable, royalty-free, revocable, worldwide right and license, for the period of time between the Effective Date and 360 days after the end of the Event, to use the Sponsor trademark, trade name, proprietary logo or other branding, solely for the purpose of reasonably promoting, marketing and advertising the Event and the Sponsor's participation in the Event.
5.2 Subject to the Sponsor complying with the terms of this Agreement, Mindbody grants the Sponsor a non-exclusive, non-transferable, royalty-free, revocable, worldwide right and license for the period of time between the Effective Date and 90 days after the end of the Event, to use the Event trademark, trade name, proprietary logo or other branding, solely for the purpose of reasonably promoting, marketing and advertising its participation in the Event.
6. Intellectual Property
Any and all Event content, including but not limited to photos, videos, slides or papers, are considered property of Mindbody. Sponsor may post or disseminate photos and video clips up to one minute in length; any video clips exceeding one minute in length and all other materials require prior written approval from Mindbody.
7. Indemnification
7.1 Sponsor shall indemnify, defend and hold harmless, Mindbody and its officers, directors, employees, agents, Affiliates, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, that are incurred by Mindbody (collectively, "Losses"), arising out of or related to any third-party claim alleging:
7.1.1 breach or non-fulfillment of any provision of this Agreement by Sponsor or Sponsor's personnel;
7.1.2 any negligent or willful act or omission of Sponsor or its personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement;
7.1.3 any bodily injury, death of any person or damage to real or tangible personal property caused by the negligent or willful acts or omissions of Sponsor or its personnel (including any reckless or willful misconduct); or
7.1.4 any failure by Sponsor or its personnel to comply with any applicable federal, state or local laws, regulations or codes in connection with the Sponsor's participation in the Event or the performance of its obligations under this Agreement.
7.2 Mindbody shall give notice to Sponsor (a "Claim Notice") within 30 days after obtaining knowledge of any Losses or discovery of facts on which Mindbody intends to base a request for indemnification. Mindbody's failure to provide a Claim Notice to Sponsor does not relieve Sponsor of any liability that Sponsor may have to Mindbody, but in no event shall Sponsor be liable for any Losses that result directly from a delay in providing a Claim Notice, which delay materially prejudices the defense of the related third-party claim. Sponsor's duty to defend applies immediately, regardless of whether Mindbody has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.
7.3 Notwithstanding anything to the contrary in this Agreement, Mindbody may select its own legal counsel to represent its interests, and Sponsor shall:
7.3.1 reimburse Mindbody for its costs and attorneys' fees immediately upon request as they are incurred;
7.3.2 remain responsible to Mindbody for any Losses indemnified under this Agreement; and
7.3.3 give prompt written notice to Mindbody of any proposed settlement of a claim that is indemnifiable under this Agreement. Sponsor may not, without Mindbody's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder.
8. Disclaimer of Liability
For purposes of this Agreement, "Mindbody Parties" means Mindbody and its Affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns. Mindbody Parties specifically disclaim liability for any indirect, incidental, special or consequential damages, even if Mindbody Parties have been advised of the possibility of such damages. In no event shall the Mindbody Parties be liable for any death, injury, loss or damage suffered by any person. The Mindbody Parties are not liable for losses arising from acts or omissions of third parties such as hotel companies, transport operators or technical or mechanical service providers. The Mindbody Parties' total liability hereunder for any cause, regardless of the form of action, shall be limited to the Sponsorship Fees paid by Sponsor for the Event.
9. California Civil Code Section 1542 Waiver
As a condition of sponsoring the Event and in consideration of the rights and benefits provided hereunder, Sponsor hereby releases and forever discharges Mindbody and the Mindbody Parties from any and all claims, demands, damages, actions, or causes of action arising out of or relating to Sponsor's participation in the Event. Sponsor expressly acknowledges and agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Sponsor hereby waives any right which Sponsor has or may have under Section 1542, or any similar statute or regulation of the state in which Sponsor is based or resides, to the full extent that Sponsor may lawfully waive such rights pertaining to this general release of claims.
10. Postponement, Force Majeure
10.1 Mindbody may cancel and/or change the date and/or venue of the Event in the event of causes beyond the reasonable control of Mindbody, including but not limited to acts of God, war, fire, flood, terrorism, labor disputes, viral outbreaks, cyberattacks, ransomware, or other malicious interference with digital or technological systems, and governmental acts including mandated lockdowns or prohibitions on large gatherings (each a "Force Majeure Event"). Mindbody shall not be liable for any Force Majeure Event and shall have no obligation to refund sums paid by Sponsor in connection with its participation in the Event.
10.2 If the Sponsor elects to postpone its attendance of any Event due to public health concerns, any amounts paid to Mindbody under this Agreement will be transferred to sponsorship or registration fees for another Event at Mindbody's sole discretion.
11. Waiver and Severability
No waiver of any provision of this Agreement by Mindbody will be effective unless in writing and signed by Mindbody. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
12. Notices
Any notices provided by Mindbody under this Agreement may be delivered to you to the email address(es) we have on file for your account. You hereby consent to receive notice from Mindbody through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to Mindbody under this Agreement must be delivered via first class registered U.S. mail or overnight courier to MINDBODY, Inc., Attn: Mindbody Customer Support, 101 E. Front Street, Suite 202, Missoula, MT 59802, with a copy to MINDBODY, Inc., Attn: Mindbody Legal Department, 101 E. Front Street, Suite 202, Missoula, MT 59802 (or such other address we provide), with a copy to [email protected].
13. Confidentiality, Privacy
13.1 "Confidential Information" means (1) each Party's business or technical information, including but not limited to information relating to software, plans, designs, costs, prices, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as "confidential" or "proprietary" or the receiving Party knows or reasonably should know is confidential or proprietary; and (2) any non-standard terms agreed to by the Parties in an Order Form or other written document. Confidential Information does not include information that: (A) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (B) was known to a Party prior to its disclosure by the other Party without breach of any obligation; (C) was independently developed by a Party without breach of any obligation; or (D) was or is received from a third party without breach of any obligation owed to the other Party. In the event that Sponsor receives, has access to, or is exposed to Mindbody Confidential Information, Sponsor will not disclose any such Confidential Information to any third party and will not use such Confidential Information for any purpose other than to carry out its obligations under this Agreement. Sponsor will protect any such Confidential Information with no less than reasonable care. Further, Sponsor will promptly notify Mindbody if it becomes aware of any breach of these confidentiality obligations.
13.2 In the event that Sponsor receives personal information related to the Event or Event attendees ("Attendee Data"), Sponsor shall: (1) treat such information as Confidential Information; (2) comply with the Mindbody Privacy Policy accessible at https://www.mindbodyonline.com/company/legal/privacy-policy; (3) use Attendee Data solely for purposes directly related to Sponsor's participation in the Event; (4) not sell, license, or transfer Attendee Data to any third party; (5) comply with all applicable privacy and data protection laws, including without limitation the California Consumer Privacy Act and any other laws applicable to Sponsor's jurisdiction; and (6) upon Mindbody's written request, or within 60 days following the conclusion of the Event, delete or return all Attendee Data in Sponsor's possession. Sponsor represents and warrants that its collection and use of Attendee Data will at all times comply with this Section and applicable law.
14. Assignment
The Sponsor may not assign, transfer or delegate to a third party, any of its rights or obligations under this Agreement. Mindbody may assign, transfer, or sublicense any or all its rights or obligations under this Agreement without restriction, including to any Affiliate or successor entity.
15. Governing Law
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York. All actions arising out of or relating to this Agreement will be heard and determined exclusively by the state courts located in New York County, New York, or the United States District Court for the Southern District of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
16. Electronic Communications and Signatures
You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
17. Entire Agreement
This Agreement constitutes the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement incorporates any Order Form executed by the Parties, which together constitute the entire agreement between the Parties with respect to the subject matter herein. In the event of any conflict between this Agreement and an Order Form, the Order Form shall control with respect to the specific subject matter addressed therein.