GENERAL TERMS AND CONDITIONS
In consideration of the mutual promises and conditions contained herein, the Parties agree to the Specific Terms and Conditions, executed by the Parties, as well as the following provisions. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Specific Terms and Conditions of this Agreement.
1. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (b) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. Each Party further represents and warrants that its Marks and the other Party’s use thereof in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third party.
2. RELATIONSHIP BETWEEN THE PARTIES. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
3. TERM AND TERMINATION. The Sponsee may terminate this Agreement at any time for any reason. In the event that the Sponsee terminates this Agreement for any reason other than Sponsor’s breach of Agreement, the Sponsee shall refund any fees received from the Sponsor and return any materials, equipment, hardware, or software loaned by the Sponsor for the event, at the Sponsor’s expense.
The Sponsor may terminate this Agreement for breach of Agreement by the Sponsee after giving Sponsee at least ten (10) days prior written notice specifying the nature of the breach and giving the Sponsee at least ten (10) days to resolve such breach. If breach occurs less than ten (10) days before the event, Sponsor may terminate this Agreement if breach is not resolved by the first day of the event.
4. LICENSE TO UTILIZE MARKS
- 4.1 License to ITT. You hereby grant ITT and ITT hereby accepts, a non-exclusive, non-transferable, non-sublicensable right and license to use any trademark, trade name, service mark, design, logo, domain name, or other indicator of the source or origin of any of your product(s) or service(s) (“Marks”) as necessary to provide the Sponsorship Benefits during the Term.
- 4.2 License to You.
ITT hereby grants to you, and you hereby accept, a non-exclusive, non-transferable, non-sublicensable right and license to use the ITT’s Marks during the Term in its advertising, marketing, and promotional materials in all formats and media, including on its website, mobile apps, and social marketing pages on third-party websites and mobile apps, to identify and promote its association with and its status as a sponsor of ITT.
- 4.3 Approval and Authority for Use of Marks. Each Party shall use the other Party’s Marks solely in accordance with the other Party’s trademark usage guidelines and quality control standards as the same may be updated from time to time. If either Party is notified in writing by the other Party that any use does not so comply, such Party shall immediately remedy the use to the satisfaction of the other Party or terminate such use. Neither Party shall use, register, or attempt to register in any jurisdiction any Mark that is confusingly similar to or incorporates any of the other Party’s Marks. All uses of a Party’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of such Party, and each Party shall retain all right, title, and interest in and to its Marks.
5.1 The Sponsor will indemnify, defend, and hold the Sponsee harmless from and against any claims relating directly or indirectly to, or arising out of, content posted on the Sponsor’s respective website, use of Sponsor materials, or use of Sponsor’s logos and trademarks.
5.2 The Sponsee will not be responsible for damage to or loss of property belonging to the Sponsor, its employees, contractors, or agents or for personal injury to the Sponsor’s employees, contractors, agents, directors, or invitees except to the extent that claims may be solely and directly attributed to willful misconduct or gross negligence of the Sponsee and Sponsee’s employers, directors, or officers.
5.3 Sponsor will give Sponsee prompt written notice of any suit or claim that comes within the purview of these indemnities.
6. LIMITATION OF LIABILITY
In no event shall either party be liable to the other party for any consequential, incidental, indirect, or punitive damages regardless of whether such liability results from breach of contract, breach of warranties, tort, strict liability, or otherwise.
In the case of a disagreement at any point, the parties will refer the matter to an independent arbitrator appointed by mutual agreement.
8. FORCE MAJEURE. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, except for the obligation to make payments to the other Party, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities, whether war is declared or not, terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Party suffering a force majeure event (“Impacted Party”) shall give notice within ten days of the force majeure event to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such force majeure event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days following written notice, either Party may thereafter terminate this Agreement upon ten days’ written notice.
9. DUTY TO COOPERATE. Upon a Party’s reasonable request, the other Party shall execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.
10. INTERPRETATION; SEVERABILITY. For purposes of this Agreement, words denoting the singular have a comparable meaning when used in the plural, and vice versa; and words denoting any gender include all genders. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
11. AMBIGUITIES; WAIVER. Any ambiguous language in this Agreement shall be interpreted as to its fair meaning, and not strictly for or against either Party, regardless of whether either Party drafted the Agreement. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
12.1 This Agreement will supersede any or all prior oral or written forms of understanding between the Sponsor and Sponsee. This Agreement may not be amended or modified except when one or both parties execute amendments in writing and amendments are signed by both parties.
12.2 This Agreement shall be governed by and executed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within this state.
12.3 The terms and conditions of this Agreement shall not be divulged to any third party without prior written approval from both parties.