STAA / EHHA Collaborated European Event sponsorship terms and conditions

1. Effectiveness. This

Agreement, including the STAA / EHHA Collaborated European Event sponsorship agreement (“Confirmation Form”) and these Terms and Conditions, shall constitute a binding agreement between Sponsor and the event partners upon the event partners’ execution hereof. Upon acceptance by the event partners, a copy of the Agreement will be mailed to Sponsor. The effective date of the Agreement (Effective Date) shall be the date on which the event partners execute the Agreement.

2. Term. The term of the Agreement shall be for a period of one year commencing from the date on the Confirmation Form and including the event date.

3. Sponsor’s Activities and Materials. Sponsor’s activities and materials shall not interfere with any other event partners sponsorships or any event partners events at which Sponsor is participating pursuant to this sponsorship. All demonstrations, exhibits, advertisements and promotional materials must be in accordance with this Agreement and must at all times comply with all applicable laws regarding obscenity, defamation, copyright, trademark, and other intellectual or intangible property rights. Distribution of food or drinks, promotional giveaways, and the sale of any products or services at any the event partners event must be approved in advance by the event partners. Sponsor agrees to deliver to the event partners all materials reasonably required for the performance of this Agreement in a format and within the deadlines set by the event partners. Sponsor understands and agrees that upon initial proofing of any advertising materials or the event partners’ use of Sponsor’s logo, trademark or trade name and written confirmation from Sponsor of approval of the proof, any modification or revision of Sponsor’s advertising materials, logo, trademark, service mark or trade name in any sponsorship materials requested by Sponsor is at the sole responsibility and direct cost of Sponsor. Sponsor grants the event partners a nonexclusive license throughout the term of this Agreement to use, display and reproduce (in print, electronically, or otherwise) Sponsor’s name, trade names, trademarks, service marks, logos and product names in any event partners materials. Sponsor authorizes the event partners to take photographs of Sponsor’s exhibits at any event partners event and to use such photographs for any legitimate promotional purpose of the event partners. Sponsor acknowledges that all rights in and to the event partners’ names and logos, and all artwork, trademarks, service marks and all goodwill associated therewith shall be owned and controlled exclusively by the event partners, and Sponsor shall have no right, title or interest therein or thereto. Notwithstanding the foregoing and subject to the prior written approval of the event partners in each instance, which may not be unreasonably withheld or delayed, Sponsor shall have the right during the term of this Agreement to identify itself as a sponsor of the event partners in its advertising.

4. Copyrighted Material. Sponsor agrees not to play, broadcast, perform, or distribute any copyrighted material owned by others without first obtaining at Sponsor’s own expense all necessary rights and licenses and paying in full all required royalties or other licensing fees. The event partners reserve the right not to publish or to remove any Sponsor material incorporating copyrighted material for which Sponsor fails to timely provide sufficient evidence of authorization. The event partners also reserve the right to terminate this Agreement and revoke the sponsorship in the event of any copyright infringement.

5. Editorial Discretion. The event partners reserve the right to place the word “Advertisement” or words of similar meaning in any Sponsor content. Sponsor is subject to investigation by the event partners of Sponsor’s products and services in light of any representations or claims made in content regarding such products or services. The event partners reserve the right to reject any of Sponsor’s content which the event partners, in their sole discretion, determines to be inconsistent with its publication standards or with the overall character of the sponsored event.

6. Default and Remedies. If Sponsor fails to make any payment or otherwise breaches any provision of this Agreement and fails to cure the breach within 10 days after Sponsor has received written notice from the event partners of the breach, the event partners shall have the right to exercise (without further notice) any one or more of the following remedies: (i) terminate this Agreement in whole or in part; (ii) revoke the sponsorship or any portion thereof; (iii) specifically enforce any of the violated provisions of this Agreement; and (iv) exercise any other remedy available at law. In addition, the event partners may keep any and all monies received from Sponsor and collect any remaining installment payments for the sponsorship from Sponsor, as liquidated damages, it being understood that the event partners’ losses and damages from Sponsor’s breach of this Agreement are difficult to ascertain and that the agreed liquidated damages are not intended as a penalty. Upon termination of this Agreement, the event partners may (without prejudice to any other available remedy) resell the sponsorship in any manner as the event partners deem advisable in its sole discretion without any obligation to Sponsor. If the event partners breach any provision of this Agreement and fails to cure the breach within 10 days after the event partners have received written notice from Sponsor of the breach, Sponsor shall have the right as its sole and exclusive remedy to terminate this Agreement and to recover from the event partners a pro rata portion of the sponsorship fee paid to the event partners that is attributable to any services that were not provided by the event partners.

7. Limitation on Liability and Indemnification. Neither the event partners nor their officers, directors, members, employees, agents or representatives shall be responsible for any injury, loss, or damage to Sponsor or to Sponsor’s employees, invitees, licensees, or guests or Sponsor’s property, from any cause whatsoever (including, but not limited to, errors or omissions in any advertising or promotional materials). Under no circumstances shall the event partners or their officers, directors, members, employees, agents or representatives be liable for any special, indirect, incidental, or consequential loss or damage whatsoever or any loss of profit, loss of use, loss of opportunity, or any cost or damage resulting from such loss, and the event partners’ total liability hereunder, if any, shall in no case exceed the amount of the sponsorship fee received from Sponsor. Sponsor acknowledges that the risk allocations contained in this Section 7 are reasonable based on the understanding that Sponsor shall obtain, at its own expense, adequate insurance against any such injury, loss or damage. Sponsor assumes full responsibility and liability for the actions and omissions of its agents, employees, independent contractors, and representatives, whether acting within or without the scope of their authority, and agrees to defend, indemnify, and hold harmless the event partners and their officers, directors, members, employees, agents or representatives from and against any and all claims resulting either directly or indirectly from any such actions or omissions.

8. Insurance. Sponsor shall at all times throughout the term of this Agreement maintain insurance, at Sponsor’s sole cost and expense, in an amount and scope to be reasonably satisfactory to the event partners and sufficient to cover the liabilities of Sponsor under this Agreement, including Sponsor’s contractual obligations to defend, indemnify, and hold harmless, as stated in this Agreement.

9. Laws, Taxes and Licenses. Sponsor shall observe and abide by all applicable laws, codes, ordinances, rules, and regulations, as well as all rules and regulations of the event partners and any host venue, if applicable. Sponsor shall conduct itself, and shall require its agents, employees, independent contractors, and representatives, to conduct themselves, at all times in accordance with the best business practice standards for Sponsor’s industry and all other customary standards of decorum and good taste in the industry. Sponsor shall be responsible for obtaining, at its sole cost and expense, any licenses, permits, or approvals required under laws applicable to Sponsor’s activities under this Agreement. Sponsor shall be responsible for paying all taxes, license fees, or other charges that may become due to any governmental authority relating to Sponsor’s activities under this Agreement.

10. Non-Transferable. Sponsor may not sell, transfer or assign any of the rights granted to Sponsor under this Agreement without the prior written consent of the event partners, which consent may be granted or withheld in the sole and absolute discretion of the event partners. The sponsorship shall be used exclusively for the promotion of goods and services manufactured, sold or provided by Sponsor and Sponsor may not assign, sublet, or otherwise advertise or promote any other goods or services or any other firm as part of this sponsorship without the prior written consent of the event partners, which consent may be granted or withheld in the sole and absolute discretion of the event partners.

11. Non-Exclusivity. Except for certain exclusive vendor categories within the Title and Platinum Sponsorship as outlined in the attached Corporate Sponsor & Initiation Fee Benefits, Sponsor acknowledges and agrees that Sponsor is not the sole or exclusive sponsor of the event partners in any particular category or for any particular the event partners event, and that the event partners are entitled to permit other persons or entities to act as sponsors of the event partners or for any event partners event, including without limitation, persons or entities that may be in direct competition with Sponsor.

12. Force Majeure. The event partners shall not be liable for failure to perform its obligations under this Agreement as a result of strikes, riots, terrorist acts, acts of God, or any other cause beyond its control. This will include the eventuality that the Short Stay Summit coincides with a period of national mourning brought about by the death of HM The Queen, or with the funeral of HM The Queen. If an event venue is damaged or destroyed by fire, the elements, or any other cause, or if circumstances make it unreasonably difficult for the event partners to permit Sponsor to fulfil its sponsorship or benefit from the sponsorship opportunity, then during such circumstances the event partners shall be released and discharged from its obligations under this Agreement and Sponsor shall be reimbursed a proportionate share of the sponsorship fee previously received by the event partners from Sponsor.

13. Postponement. Further and notwithstanding anything to the contrary in this Agreement, if the UK Government imposes a ban on meetings or events that would result in a decrease of more than 40% of the number of registered participants at the Event within the period that is two weeks before or during the event itself then the event partners shall be entitled to postpone the Event to a date that shall be mutually agreed with the venue. In such an eventuality, the sponsorship will be transferred to the new event date. The Sponsor will be notified of any such changes to the sponsorship.

14. Governing Law, Jurisdiction and Attorney Fees. This Agreement and the rights and obligations of the parties hereunder shall be governed under and controlled by the laws of England and Wales. If any legal action is commenced to resolve any dispute under this Agreement, Sponsor and the event partners hereby consent to the jurisdiction in England and Wales and agree that the prevailing party shall be entitled to an award of reasonable attorney fees and litigation expenses, in addition to any other remedy obtained.

15. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Sponsor and the event partners with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications and understandings, both written and oral, regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.