Terms Last Updated: August 24, 2023
These Event Sponsorship Terms and Conditions (these “Terms”) govern Sponsor’s sponsorship of the Event. The Sponsorship Order Form and these Terms form the “Agreement” between Moov and Sponsor regarding the Event. Capitalized but undefined terms below have the meanings given to them in Section 13.
Event Sponsorship. You may sponsor the Event by completing a Sponsorship Order Form and paying the applicable Sponsorship Fees.
Payment Terms. Sponsor must pay the Sponsorship Fees in accordance with the payment terms set forth in the Sponsorship Order Form. If Sponsor does not pay the Sponsorship Fees in accordance with such payment terms, then Sponsor may, at Moov’s sole discretion, forfeit some or all of the benefits under the Sponsorship Order Form. All Sponsorship Fees are guaranteed and non-refundable.
Taxes. All Sponsorship Fees payable by Sponsor are exclusive of applicable taxes and duties, including, without limitation, VAT and excise and sales taxes. All payments made by Sponsor to Moov must be made free and clear of any withholding or deduction for taxes. If any such taxes are required to be withheld on any payment, Sponsor will pay such additional amounts as are necessary so that the net amount received by Moov is equal to the amount then due and payable under the Sponsorship Order Form.
Conduct. Sponsor shall make no representations, express or implied, that it is authorized or endorsed by Moov. Sponsor will cause all its Participants to: (A) be considerate and respectful of others; and (B) refrain from: (1) demeaning, discriminatory or harassing behavior or speech; and (2) harassment or discrimination based on age, ancestry, race, gender identity or expression, national origin, physical or mental disability, religion, sexual orientation, or any other characteristic protected by applicable local laws, regulations, and ordinances. Sponsor acknowledges that if one or more of its Participants engage in a violation of the foregoing, or if a Participant is otherwise offensive, causing disruption, or causes Moov to fear for the safety of other attendees, then Moov or its agents or service providers may take any action Moov or they deem appropriate, up to and including expulsion from the Event without warning or refund. Moov reserves the right to take any safety and security measures that it deems necessary to ensure the safety of attendees, other Exhibitors, and Participants without prior notice. Participants are expected to respect the security and safety measures and protocols that have been put in place for the Event and to follow any of Moov’s other rules or directions, and Moov reserves the right to refuse admission to, or to eject, any person not following such rules or directions. Participants should not leave property unattended. Unattended property may be removed from the Event venue, and Moov will not be responsible for any loss or damage of any kind relating to such removal.
Exhibits. This Section applies only if Sponsor is permitted to have one or more exhibits at the Event. In such instance, Sponsor shall comply with the hours and dates and other instructions reasonably specified by Moov for installing, occupying, and dismantling any of Sponsor’s exhibits. Moov is entitled to remove all or a portion of Sponsor’s exhibits if Moov reasonably objects to, without limitation, the content of such exhibits. In the event of such a removal, Moov will not be liable for any damages or for refunding any costs incurred by Sponsor including, without limitation, rental fees. Moov reserves the right to adopt any additional rules, move an exhibit, or take any further action as, in its reasonable opinion, is necessary for the benefit of the Event.
Risk of Loss. Sponsor acknowledges it assumes and bears the risk of bringing, installing, occupying, and dismantling any Sponsor Property. Sponsor bears all responsibility for insuring any Sponsor Property and against any damage that Sponsor Property may cause or any claims that may be related to such Sponsor Property. Moov is not liable to Sponsor for damage to or loss of any Sponsor Property.
Compliance with Law. Sponsor will, and will cause its Participants to, comply with all applicable laws when performing its obligations or exercising its rights under the Agreement, including without limitation all applicable data protection laws that may apply to Attendee Information.
Sponsor License. Sponsor hereby grants to Moov and its agents or service providers a royalty-free, non-sublicensable (except to its service providers for use in connection with the Event), non-transferable, and non-exclusive license to reproduce, distribute, display, perform, and otherwise use: (A) the Sponsor Marks provided to Moov for display in connection with the Event to identify Sponsor as a sponsor of the Event; and (B) the Sponsor Materials to provide Sponsor the benefits under the Sponsorship Order Form.
Moov License. If Moov provides Sponsor with any Event Materials, then, subject to the last sentence of this Section 5(b), Moov hereby grants to Sponsor (as defined below) a royalty-free, non-sublicensable, non-transferable, and non-exclusive license to reproduce, use, display, perform, and distribute such Event Materials provided that Sponsor does not use the Event Materials, or any trademark, service mark, trade dress or logo displayed in the Event Materials, in a manner that is disparaging to any other Person, sponsor or to Moov or its products or services. If Moov provides Sponsor with any Moov Marks, then, subject to the last sentence of this Section 5(b), Moov hereby grants to Sponsor a royalty-free, non-sublicensable, non-transferable, and non-exclusive license to reproduce, use, display, perform, and distribute such Moov Marks solely in connection with marketing materials for the Event. Notwithstanding the foregoing, Sponsor shall provide notice to Moov of any planned use of the Event Materials or Moov Marks and must receive Moov’s prior written consent for any such proposed use.
Photographs and Recordings. From time-to-time photographs, audio recordings, and video recordings may be taken or made at the Event. Such photographs and recordings may include images of Sponsor and its Participants. Sponsor shall use reasonable efforts to procure each Participant’s consent to Moov’s use of such photography and recordings, as required or requested by Moov. Sponsor shall not obstruct or interfere with such photography and recordings whether by or on behalf of Moov.
Rights Reserved. Except as specifically set forth in this Section 5, neither party will acquire any right or interest in or to the other party’s trademarks, service marks, trade dress, logos, patents, copyrights, trade secrets, and any other intellectual property rights. Each party acknowledges that there are no implied licenses to the other party’s intellectual property rights under the Agreement.
Term and Termination.
Term. The term of the Agreement begins on the Effective Date and continues until the conclusion of the Event identified in the Sponsorship Order Form (the “Term”).
Termination. Either party may terminate the Agreement if the other party fails to cure any material breach of the Agreement within 30 days after receipt of written notice of such breach. Moov may also terminate the Agreement immediately upon notice to Sponsor for any reason or no reason, including without limitation due to Sponsor’s breach of this Agreement or in order to comply with applicable law or a request of a governmental entity. If Moov terminates this Agreement for a reason other than Sponsor’s breach of this Agreement or to comply with applicable law or a request of a governmental entity, Moov may provide a refund to Sponsor of the fees paid to Moov by Sponsor hereunder or may provide a credit for future events, at its sole discretion. If Moov has already incurred costs associated with Sponsor’s participation in the Event any refund may be reduced to cover such costs.
Representations and Warranties.
Trade Compliance. Sponsor represents and warrants that it and its Participants are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by one or more such parties, including but not limited to the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the U.S. Department of Commerce’s Entity List.
Marks. Sponsor represents and warrants that it has the necessary rights and permissions to grant the licenses under the Agreement and that the Sponsor Marks and Sponsor Materials and Moov’s use of the Sponsor Marks and Sponsor Materials do not infringe upon any intellectual property right, privacy right, or right of publicity of any Person.
Insurance. Sponsor will maintain comprehensive general liability insurance coverage with limits of not less than $2 million per occurrence covering damages for bodily injuries, including death, and property damages. Sponsor may satisfy the following coverage limits with a combination of CGL and umbrella coverage. Sponsor will provide Moov with proof of insurance upon request. Sponsor will name Moov as an additional insured under such policies upon request.
Warranty Disclaimer. THE EVENT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOOV DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EVENT, THE EVENT MATERIALS, AND ANY GOODS, SERVICES, OR BENEFITS TO BE PROVIDED UNDER THE AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY BASED ON COURSE OF DEALING OR COURSE OF PERFORMANCE.
Defend and Indemnify. Sponsor shall defend and indemnify Moov and Moov’s affiliates, officers, directors, shareholders, employees, agents, service providers, representatives, successors, and assigns (collectively, “Moov’s Affiliates) against any third-party claim, suit, or proceeding arising out of or related to (A) the actual or alleged infringement of the Sponsor Marks; or (B) injury to or death of any individual or loss of or damage to real property or tangible personal property caused by or attributable to any Sponsor Property or any act or omission of Sponsor or of any of its Participants (each, an “Indemnified Claim” and collectively, the “Indemnified Claims”). Indemnified Claims include, without limitation, government enforcement actions. Sponsor’s obligations include, without limitation: (1) settlement at Sponsor’s expense and payment of judgments awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (2) reimbursement of reasonable attorneys’ fees incurred before Sponsor’s assumption of the defense.
Procedures for Claims. Moov shall provide prompt notice of any Indemnified Claim and reasonably cooperate with Sponsor’s defense. Sponsor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided: (A) if Sponsor fails to assume the defense on time, Moov may defend the Indemnified Claim, without loss of rights pursuant to this Section 8, until Sponsor assumes the defense; and (B) Moov will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or an Indemnified Associate admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation.
Limitations of Liability. IN NO EVENT WILL MOOV OR MOOV’S AFFILIATES BE LIABLE TO SPONSOR FOR LOST PROFITS, LOSS OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE EVENT OR THE AGREEMENT. THE TOTAL AGGREGATE LIABILITY OF MOOV AND MOOV’S AFFILIATES ARISING OUT OF OR RELATING TO THE EVENT OR THE AGREEMENT WILL NOT EXCEED THE AMOUNT SPONSOR PAID TO MOOV UNDER THE APPLICABLE SPONSORSHIP ORDER FORM. SPONSOR SHALL NOT BRING ANY CLAIM OR ACTION OR LAWSUIT AGAINST ANY OF MOOV’S AFFILIATES RELATING TO THE EVENT OR THE AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Notice. Any notice or other communication under the Agreement must be given in writing and addressed to the email identified for notices in the Sponsorship Order Form. Notice will be deemed to have been received three calendar days following the day on which the email was sent.
BINDING ARBITRATION. ANY DISPUTE, CLAIM, OR ACTION (EACH, A “DISPUTE”) RELATING IN ANY WAY TO THE EVENT OR THE AGREEMENT MUST BE RESOLVED THROUGH BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT SPONSOR MAY TO THE MAXIMUM EXTENT PERMITTED BY LAW ASSERT CLAIMS IN SMALL CLAIMS COURT.
VENUE; RULES; LAWS. UNLESS OTHERWISE AGREED TO IN WRITING BY MOOV AND SPONSOR, ANY ARBITRATION MUST TAKE PLACE IN DENVER, COLORADO, AND MUST BE ADMINISTERED BY, AND PURSUANT TO THE COMMERCIAL ARBITRATION RULES OF, THE AMERICAN ARBITRATION ASSOCIATION, INCLUDING ANY EXPEDITED PROCEDURES. THE ARBITRATOR MUST APPLY THE LAWS OF THE STATE OF COLORADO, EXCLUSIVE OF ITS CONFLICT-OF-LAW PRINCIPLES.
SCOPE. ANY AWARD OF DAMAGES IN ARBITRATION IS SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9 OF THESE TERMS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHERS SIMILARLY SITUATED. THE ARBITRATOR’S AUTHORITY TO RESOLVE ANY DISPUTE AND TO MAKE AWARDS IS LIMITED TO A DISPUTE BETWEEN MOOV AND SPONSOR ALONE. ANY DISPUTE BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY MAY NOT BE JOINED OR CONSOLIDATED IN ARBITRATION WITH A DISPUTE BROUGHT BY OR AGAINST ANY THIRD PARTY, UNLESS AGREED TO IN WRITING BY SPONSOR AND MOOV. NO ARBITRATION AWARD OR DECISION ON ANY DISPUTES WILL BE GIVEN PRECLUSIVE EFFECT AS TO ISSUES OR CLAIMS IN ANY DISPUTE WITH ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION.
SEVERABILITY; VENUE. IF ONE OR MORE PARTS OF THIS SECTION 11 ARE FOUND TO BE ILLEGAL, INVALID, OR UNENFORCEABLE AS TO ALL OR SOME PARTS OF A DISPUTE, THEN, AND ONLY IN THAT CIRCUMSTANCE, THOSE PARTS WILL BE SEVERED, AND THE DISPUTE WILL BE RESOLVED SUBJECT TO ALL REMAINING PARTS OF SECTION 11 AND ALL OTHER PROVISIONS OF THE AGREEMENT. IF SUCH SEVERANCE RESULTS IN ALL OR SOME PARTS OF A DISPUTE PROCEEDING IN A COURT OF LAW, THE EXCLUSIVE JURISDICTION AND VENUE FOR ANY SUCH COURT PROCEEDING WILL BE THE STATE OR FEDERAL COURTS SITTING IN THE CITY AND COUNTY OF DENVER, COLORADO. FOR PURPOSES OF ANY SUCH COURT PROCEEDING, SPONSOR CONSENTS TO, AND WILL NOT CHALLENGE, SUCH COURTS’ PERSONAL JURISDICTION OVER SPONSOR, AND SPONSOR FURTHER WAIVES OBJECTION BASED UPON IMPROPER VENUE OR FORUM NON CONVENIENS AND WILL NOT SEEK TRANSFER TO ANOTHER DISTRICT OR JURISDICTION. THE LAWS OF THE STATE OF COLORADO (EXCLUSIVE OF ITS CONFLICT-OF-LAW PRINCIPLES) WILL GOVERN SUCH COURT PROCEEDING.
ENFORCEMENT; REVIEW. THE PROVISIONS OF THIS SECTION 11 AND ALL ARBITRATION AWARDS DULY MADE IN CONNECTION THEREWITH MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION, AND THE PARTY SEEKING ENFORCEMENT WILL BE ENTITLED TO AN AWARD OF ALL COSTS, FEES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED IN OBTAINING THE ENFORCEMENT OF THIS PROVISION, TO BE PAID BY THE PARTY AGAINST WHOM ENFORCEMENT IS ORDERED, PROVIDED THAT ENFORCEMENT IS ORDERED. ALL ARBITRATION AWARDS DULY MADE HEREUNDER WILL NOT BE SUBJECT TO REVIEW OR APPEAL EXCEPT AS PERMITTED BY APPLICABLE LAW.
Waiver. The failure by Moov to enforce any provision of the Agreement will not constitute a present or future waiver of such provision nor limit its right to enforce such provision at a later time. All waivers by Moov must be in writing to be effective.
Severability. If any portion of the Agreement is held to be illegal, invalid, or unenforceable, the remaining portions of the Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to affect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the Agreement but the rest will remain in full force and effect.
Force Majeure. Moov will not be liable for any delay or failure to perform any obligation under the Agreement where the delay or failure results from any cause beyond Moov’s reasonable control, including without limitation acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities, internet, or other telecommunication failures, earthquakes, storms, or other elements of nature, pandemics, epidemics, or shelter-in-place or similar orders, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, or changes in law.
Assignment; No Third-Party Beneficiaries; Independent Contractors; Construction. Sponsor may not assign or transfer the Agreement or any of Sponsor’s rights and obligations under the Agreement without Moov’s prior written consent. Any assignment or transfer in violation of this Section will be void. Moov may assign the Agreement to any third party without Sponsor’s consent. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of each party’s permitted successors and assigns. The Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to the Agreement. Moov and Sponsor are independent contractors, and the Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. In the Agreement, where the context so admits, words importing the singular number include the plural and vice versa.
Entire Agreement; Modifications. The Agreement constitutes the entire understanding between the parties as to its subject matter and supersedes all other agreements, whether written or oral, between the parties regarding such subject matter. No amendment or modification to the Agreement will be effective unless it is in writing and signed by both parties.
“Event” means the event sponsored by Moov that is identified in a Sponsorship Order Form.
“Event Materials” mean materials related to your participation in and sponsorship of the Event.
“Participant” means an individual who attends the Event in any capacity, including whether (without limitation) as a delegate, a speaker, as a representative of, or at the invitation of, Sponsor.
“Person” means any means any individual, corporation, limited liability company, partnership, firm, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity.
“Moov”, “we”, “us”, or “our” means Moov Financial, Inc.
“Moov Marks” means any trademark, service mark, trade dress, or logo owned or licensed by Moov.
“Sponsor” and “you” has the meaning given to the term “Sponsor” in the Sponsorship Order Form.
“Sponsor Marks” means any trademark, service mark, trade dress, or logo owned or licensed by Sponsor.
“Sponsor Materials” means all materials submitted (including, for example, the name and biographical information of any Sponsor employees) or presented by you to Moov, excluding the Sponsor Marks.
“Sponsorship Fees” means the fees payable by Sponsor to Moov as set forth in the Sponsorship Order Form.
“Sponsorship Order Form” mean a written agreement executed by Moov and you that references these Terms and describes your sponsorship of the Event.
“Sponsor Property” means merchandise, trade fixtures, equipment, exhibits, and any personal property.