Terms and Conditions

TERMS & CONDITIONS This Agreement is by and between the Sponsor/Exhibitor signing the attached agreement and the utility Broadband Alliance (UBBA) and/or its affiliates, effective as of the execution by Sponsor/Exhibitor and acceptance by UBBA.

Eligibility & Rules: Sponsorship and exhibiting opportunities at UBBA Summit & Plugfest 2023 (“the Event”) are available first to UBBA Members in good standing and are subject to UBBA Board approval. To participate as a sponsor at the Event, Sponsor’s sponsorship level(s) must be confirmed by UBBA. Sponsor must pay sponsorship fees per the Payment Terms. UBBA may accept or refuse, in its sole discretion, any application for sponsorship, and Sponsor may not transfer or assign its sponsorship without the prior written consent of UBBA. By signing this Agreement, Sponsor submits the application for a sponsorship opportunity at the Event, and Sponsor agrees to comply with the provisions of this Agreement, as well as those provisions that are imposed by the Event Venue, The Depot in Minneapolis, MN in conjunction with the Event.

Payment Terms: Sponsor shall pay sponsorship fees immediately by Credit Card when submitting this application for sponsorship; provided, however, that payment of sponsorship fees via check or wire transfer must be made payable to UBBA and received within 30 days of confirmation from Executive Director. Sponsorships are not confirmed until Sponsor receives written confirmation from UBBA that payment was received. Term: This Agreement expires at the conclusion of the Event. All rights and licenses granted hereunder will cease upon expiration or termination, except those provisions, which by their nature survive do survive.

Sponsorship Benefits: During the Term, Sponsor receives the right and obligation to demonstrate an exhibit in the assigned demonstration area and/or other activities as confirmed by items selected, purchased, and approved in this commitment.

Cancellation Policy: This contract is binding upon signature by Sponsor and acceptance by UBBA. Exhibit demonstration area reservations will not be considered confirmed until the total amount due has been paid. Sponsors wishing to cancel or withdraw from the show must do so in writing, by registered mail or overnight delivery service. Cancellations made on or before Friday, June 30, 2023 will receive a 50% refund. Sponsors canceling after Friday, June 30, 2023 will be liable for the entire amount paid or due. UBBA reserves the right to assign final demonstration areas but will use reasonable efforts to assign demonstration areas requested by Sponsors on a first- paid basis.

Sponsor’s Representative: Each exhibiting Sponsor must name at least one person to be its authorized official representative. At least one representative must be at Sponsor’s demonstration area during all regular hours that the Event is open. If, one hour before the start of the Event, Sponsor has failed to occupy its assigned demonstration area and prepare it for use, UBBA shall have the right in its sole discretion to take and reassign possession of the area without refund to Sponsor.

Warranty of Right to Use: Each of UBBA and Sponsor (the Parties) warrants to the other: (a) that it has the legal right and authority to enter into and perform its obligations under this Agreement; (b) that the use of its trademarks, to the extent licensed in connection with the Event, will not infringe any third party’s intellectual property rights; and (c) that it will not do anything during the Event that would or would be likely to materially damage the goodwill and/or reputation of the other Party.

Character of Exhibit: UBBA reserves the right to reasonably judge the appropriateness of any exhibit and to decline to permit any Sponsor to conduct or maintain an exhibit if, in the judgment of UBBA, the exhibit is, in any respect, deemed unsuitable, offensive, competitive with UBBA, or likely to negatively affect the character of the Event. This reservation relates to persons, conduct, articles or merchandise, printed matter, souvenirs and catalogs without limitation. All Sponsor personnel in Sponsor’s assigned demonstration area must be identified with an Event badge at all times.

Confidential Information: “Confidential Information” means any information, technical data or know-how of the disclosing party which is identified as confidential at the time of disclosure. Confidential Information, to the extent practical, shall be disclosed in documentary or tangible form marked “Confidential” by the Sponsor/Exhibitor. UBBA is not responsible to police confidential information shared at the Event.

Personal Information: UBBA follows the privacy policy with respect to any personal information collected from Sponsor or Sponsor employees or contractors during the Event. Sponsor or Sponsor employees shall ensure: (i) Sponsor’s privacy policy is clearly posted at each point where it collects personal information; and (ii) Sponsor and its employees will comply with any applicable data protection laws in regard to the personal information collected.

Intellectual Property: UBBA’s IP Policy covers all events. Restrictions: Sponsors must confine activities to their assigned demonstration area. Distribution of literature, conducting surveys, promotional activities and giveaways, sales activity, and display of signage are permitted only in your assigned area. UBBA reserves the right to remove any signage it deems excessive or inappropriate. All Sponsors must be properly attired and conduct themselves in a professional manner. The use of microphones and strobe or flashing lights is prohibited. Sponsor is responsible for complying with law and acquiring any required permits, registrations, and credentials for all activities in its assigned demonstration area. Sponsor’s sponsorship is subject to termination without compensation for failure to abide by these restrictions.

Force Majeure: If the premises where the exhibition is to be housed are destroyed or damaged, or the exposition fails to take place as scheduled or is relocated or interrupted and discontinued or access to the premises is prevented or interfered with by reason of any strike, lockout, injunction, pandemic, act of war, act of God, emergency declared by any government agency or for any other reason, this Agreement may be terminated by UBBA . In the event of such termination, the Sponsor waives any and all damages and claims for damages and agrees that the sole liability of UBBA shall be to return to each Sponsor the sponsorship fees paid by the Sponsor.

Consent and Release: Sponsor grants to UBBA a nonexclusive, no-charge right to use for internal or external marketing any of Sponsor’s story and/or any related imagery, videos, slides, or other items, including Sponsor’s name, logos, quotations, and product descriptions and uses, and/or the names and likenesses of Sponsor’s employees or contractors, which are told, displayed, or shown by Sponsor at the Event.

Giveaways: Sponsor is solely responsible for all aspects of any contests or giveaways offered in connection with the Sponsor’s exhibit, including but not limited to their administration, operation, and fulfillment. Sponsor is solely responsible for ensuring their compliance with applicable law, including but not limited to any local, state, regional, or national lottery laws and any registration required by such laws.

No Implied Endorsements: Except as expressly noted herein, this Agreement does not grant Sponsor the right to use UBBA ’s name, logo, or other UBBA trademark, or otherwise create the appearance of endorsement by UBBA.

Limitation of Liability—Insurance: Each Party shall defend, indemnify, and hold harmless the other Party, their officers, directors, employees, principals (partners, shareholders or holders of an ownership interest, as the case may be), agents, and UBBA, from and against any third-party claims, demands, loss, damage or expenses (including attorney’s fees and court costs) relating to or arising out of death, bodily injury or damage to real and/or tangible property caused by the indemnifying Party’s negligent acts or omissions. In addition, Sponsor acknowledges that neither UBBA, nor any of the exhibit facilities maintain insurance covering Sponsor’s property, and that it is the sole responsibility of Sponsor to obtain business interruption and property damage insurance covering such losses by Sponsor. UBBA is not responsible for any theft of, damage to or destruction of any Sponsor property or materials, or injury to Sponsor’s employees, agents or representatives. UBBA makes no warranties or representations whatsoever to Sponsor or to any third party with respect to the Event and Sponsor’s participation therein, including the number of individuals participating or attending the Event or whether the Event is an effective method of marketing for Sponsor. Each Party’s liability, whether in contract, tort, or otherwise, arising out of or in connection with this Agreement, shall not exceed the amounts paid by Sponsor to UBBA. Neither Party shall be liable to the other for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such Party alleged to be liable has knowledge of the possibility of such damages provided, however, that the limitations set forth in this Section shall not apply to or in any way limit the obligations or liability of the Parties for indemnification obligations set forth above, willful misconduct, breach of Confidential Information, and/or infringement of a Party’s intellectual property.

General Provisions: UBBA and Partners are strictly independent contractors and shall so represent themselves to all third parties. Neither party has the right to bind the other in any manner whatsoever and nothing in this Agreement shall be interpreted to make either party the agent or legal representative of the other or to make the parties joint venturers. This Agreement will in all respects be governed by and construed in accordance with the laws of with the laws of the States of Delaware, excluding its choice of law rules. The failure of either party to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of the right of such party thereafter to enforce any such provisions. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous understandings, oral or written, and all other communications between the parties concerning its subject matter. The Parties have read and agree to abide by this Agreement for sponsorship at the Event. UBBA reserves the right to modify the Agreement solely with respect to changes in the rules and regulations enforced by the venue. Sponsor will be notified in writing by email of changes in the Agreement at least ten (10) days in advance of the Event or such changes will have no effect upon Sponsor under this Agreement or any amendments or addenda thereto. By signing this application, Sponsor acknowledges that Sponsor and all employees and agents of Sponsor participating in the Event will adhere to the rules and regulations set forth herein.