Legal terms and conditions for sponsoring a Vermont Information Technology Association for the Advancement of Learning (“Vita-Learn”) virtual event.

By submitting this Sponsorship Agreement (“Agreement”) to Vita-Learn, Sponsor agrees to sponsor the virtual event (the “Virtual Event”) scheduled to be held virtually on the dates stated on the online sponsorship reservation form, pursuant to the terms set forth below.

This Agreement will be considered accepted by Vita-Learn when Sponsor electronically completes the forms and acknowledgments and pays all fees at which time the Agreement will bind the parties, subjecting each to the following terms and conditions:

1. Sponsor of the Virtual Event. Sponsor agrees to the terms of Sponsorship described in this Agreement.
2. Location, Time, and Date: Vita-Learn reserves the right to change time frame of the Virtual Event. Vita-Learn reserves the right to reschedule or cancel the Virtual Event in its discretion, subject to its refund obligations set forth in Section 14. Vita-Learn in no way guarantees attendance at the Virtual Event.
3. Definitions:
   1. “Brochures” shall mean the digital or written materials of Vita-Learn promoting the Virtual Event that will be sent by Vita-Learn to prospective Virtual Event attendees.
   2. “Virtual Event Materials” shall mean the written materials of Vita-Learn containing a list of exhibitors and descriptions of their companies that will be distributed electronically by Vita-Learn to registered Virtual Event attendees.
   3. “Exhibitor Information Package” shall mean this Agreement, and other information sent to Sponsor from Vita-Learn concerning the Virtual Event including the Virtual Event platform guidelines.
   4. “Virtual Exhibit Booth Space” shall mean the specific space in the Virtual Exhibit Area assigned to the Sponsor for the duration of the Virtual Event. The Virtual Exhibit Booth Space is part of the Virtual Exhibit Area.
   5. “Virtual Exhibit” shall mean the Sponsor’s promotional display, which shall occupy the Virtual Exhibit Booth Space.

4. Promotion of Sponsor:

1. 1. Sponsor will be included in the Vita-Learn promotional materials for the Virtual Event as described in the Sponsorship Brochure if the conditions and applicable deadlines specified in this Agreement have been met.
   2. Sponsor hereby grants Vita-Learn a limited license to use Sponsor’s trade name, trademarks, and service marks for the purpose of promoting Sponsor’s sponsorship of the Virtual Event.

5. Sponsor Publicity and Souvenirs/Samples:

1. 1. Sponsor may distribute brochures, documents, and videos at the Virtual Exhibit Booth Space provided that samples have been submitted in advance for approval by Vita-Learn. Vita-Learn reserves the right to remove any materials it deems to be inappropriate for display.
   2. For display in the Virtual Event website and inclusion in select promotional emails, Vita-Learn will provide a list of participating sponsors and exhibitors, a logo, and/or brief description of each sponsoring firm; Vita-Learn reserves the right to edit firm descriptions to meet event theme. Sponsorship also includes a complimentary link from the Sponsor section of the Conference Web site of Vita-Learn to the Sponsor’s home page.

6. Endorsement: Acceptance of this Agreement does not imply endorsement by the parties of their respective products and services.
7. Deadlines and specifications of the materials provided by the sponsor are published on the event website: https://vita-learn.org/dynamiclandscapes/sponsors/.
8. Reservation of Rights for Vita-Learn: Vita-Learn reserves the right, and sponsor agrees not to take legal action, if at any time Vita-Learn must:

1. 1. reject or limit Sponsor and/or Virtual Exhibit if, in the sole reasonable judgment of Vita-Learn: (i) the Virtual Exhibit or any items or materials proposed by Sponsor to be distributed or displayed at the Conference (“Sponsor Materials”) do not meet the standards expected of a display at the Conference; (ii) the Virtual Exhibit or Sponsor Materials are objectionable for any reason; or (iii) the Exhibit or Sponsor Materials detract from or is not in keeping with the character of the Conference as a whole;
   2. request removal of any souvenirs, samples, or other virtual handouts of Sponsor Materials which have not been approved by Vita-Learn;
   3. eject from the Virtual Event any person or persons who are conducting themselves in an objectionable manner; and/or
   4. enforce any other term or condition expressed in this Agreement.
   5. Without limiting the generality of the foregoing, in addition to the rights specified above, Vita-Learn reserves the right to terminate this Agreement if it should avail itself of any of the other remedies set forth in Sections 8.1 through 8.4 above.

9. Delegate Registration:

1. 1. Sponsor shall receive the Virtual Event registrations for its staff. Sponsor must register all staff who will be attending the Virtual Event using complimentary registrations.
   2. Sponsor may register as many staff as is necessary, but must limit its concurrent logins at the Virtual Event to the number outlined in the Sponsorship Brochure.
   3. Registrations allow access to all educational sessions, workshops, and social events.
   4. Sponsor may purchase additional full Virtual Event registrations at the discounted Vita-Learn member rate, subject to availability.

10. Assignments: Unless written permission is obtained no later than one month prior to start of Event from the Vita-Learn Contact, Sponsor may not: (a) assign this Agreement; (b) sublet, assign, or apportion its reservation/space at the Event; and/or (c) use the Event to represent any other firm, individual, company, or party other than Sponsor’s firm/company.
11. Liability and Insurance: Sponsor acknowledges that it is the sole responsibility of Sponsor to obtain sufficient insurance to protect the Sponsor from any and all losses which might be incurred by Sponsor while attending the Virtual Event.
12. Indemnity: Sponsor agrees to indemnify, defend, and hold harmless Vita-Learn for any claims of copyright infringement, trademark, infringement, or defamation.
13. Terms of Payment: Sponsor agrees to pay Vita-Learn all fees associated with the sponsorship(s) selected within thirty days of the date of the applicable invoice or by the date of the event, whichever comes first. Should Vita-Learn decline to accept this Agreement, Vita-Learn will return Sponsor’s submitted payment.
14. Refunds:

1. 1. If Vita-Learn accepts this Agreement, no refund will be made in full or in part except as detailed in section 14.2 below.
   2. If the Conference is canceled or rescheduled to a time at which Sponsor is unable to attend, Sponsor shall receive a full refund from Vita-Learn of all money paid by Sponsor pursuant to this Agreement, unless cancellation is a result of, or related to, action by Sponsor.
   3. The performance of this agreement by either party, in part or in full, is subject to events or occurrences beyond their control to include acts of God, war or threat of war, government regulation or advisories, disaster, fire, hurricanes, earthquakes, strikes, civil disorders, terrorism or the threat of terrorism, curtailment of transportation services, or other emergencies beyond the control of either party making it illegal, impossible, or commercially impracticable to attend or participate in this conference or to provide the services outlined in this agreement.
   4. In the event that the Sponsor terminates this agreement due to events or occurrences listed above, the Sponsor will provide written notification to Vita-Learn. The Sponsor will not be assessed liquidated damages, fees of any kind, or service charges. Any and all monies paid by the Sponsor (including sponsorship fees and registration fees) to Vita-Learn will be refunded within thirty days or credited towards a future event or advertising (to be mutually agreed upon by both parties).

15. Vendor Communications: Sponsor understands it may receive communications from the event platform host for logistical reasons.
16. Mailing List: If Vita-Learn provides Sponsor with a Conference Attendee Mailing List (as defined below), the following terms will apply:

1. 1. Upon full payment of all fees described in this Agreement, Vita-Learn grants Sponsor a limited, nontransferable, nonexclusive license to use the Vita-Learn’s proprietary mailing list of names of Conference registrants and opt-in email addresses of registrants email addresses (the “Mailing List”) for a single, one-time mailing which is germane to the interests of Conference attendees and which does not, in the sole opinion of Vita-Learn, tend to mislead, misinform or deceive or which may be distasteful in content or presentation. Sponsor’s mailing must be completed within six (6) months from receipt of the Mailing List. The Mailing List may be used for email use only, and Sponsor should not attempt to contact Conference attendees by phone, fax or in person. Vita-Learn’s rights in the Mailing List are not assigned or released as a result of this Agreement, but are specifically reserved and retained by Vita-Learn. The Mailing List is provided “as is” and may contain inaccurate address information. No refunds are available for addresses that are undeliverable. No second use or list enhancement of any kind is permitted from the Mailing List. This list may be seeded with decoy information (at no cost to Sponsor) to detect unauthorized use.
   2. Sponsor may reference Vita-Learn in a byline or text of the materials for context in relation to its presence at the Virtual Event that will be sent using the Mailing List (“Mailing Materials”). However, in no way may the Sponsor portray or imply that Sponsor is affiliated with or endorsed by Vita-Learn.
   3. Sponsor shall promptly notify Vita-Learn of any Conference attendee complaints regarding the Mailing Materials.
   4. Sponsor understands that the confidentiality of the Mailing List is of the utmost importance to Vita-Learn. Sponsor shall implement appropriate security of the Mailing List, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organizational measures. Sponsor will not copy or distribute the Mailing List, except that: (i) one back-up copy may be made for internal use by Sponsor’s staff; and (ii) Sponsor may share the Mailing List with a Mail House, with which it has a signed contract to use the Mailing List solely to send the Mailing Materials on Sponsor’s behalf containing terms at least as protective of the confidentiality of the Mailing List as those contained in this Agreement. Sponsor shall securely destroy the Mailing List within 30 days of its use, shall require any Mail House used to do the same, and shall certify the destruction of the Mailing List in writing to Vita-Learn upon its request.
   5. Sponsor agrees to comply with and have appropriate measures in place to ensure that its staff and agents comply at all times with the provisions and obligations of all applicable laws (including but not limited to data protection and data privacy laws) with regard to the Mailing List. Sponsor will implement appropriate technical and organizational measures to ensure to protect the Mailing List from unauthorized access, transmission and disclosure. Sponsor may only use the Mailing List according to the contact restrictions or contact preferences, if any, indicated therein. Sponsor shall notify Vita-Learn of any change or situation which would have a materially negative impact on the effectiveness of Sponsor’s security and privacy controls. Sponsor shall immediately notify Vita-Learn of any unauthorized access to, transmission of or use of the Mailing List or the information contained therein, whether such activity is known or suspected (“Privacy Incident”). In the event of a Privacy Incident, Sponsor shall, notwithstanding anything to the contrary in this Agreement, indemnify and reimburse Vita-Learn for any and all damages, losses, fees or costs (whether direct, indirect, special or consequential) it incurs as a result of such Privacy Incident, and remedy any harm or potential harm caused by such Privacy Incident.
   6. Any prohibited use of the Mailing List by Sponsor or agent acting for the Sponsor shall constitute a material breach of this Agreement. Sponsor shall indemnify and hold Vita-Learn harmless against any damages or claim of damage, costs and reasonable attorney fees, arising out of the breach of this section, any actual or alleged impropriety or illegality of the Sponsor’s use of the Mailing List or any Privacy Incident. If there is any violation of this section, damages shall include a minimum of injunctive relief and such other relief as is authorized by law, including reasonable attorney fees, court costs and expenses.

17. Interpretation and Enforcement:

1. 1. This Agreement embodies the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral or written relating thereto.
   2. This Agreement is deemed to be executed in Vermont, as of the date accepted by Vita-Learn and shall be interpreted and applied in accordance with the laws of the Vermont. The parties hereto consent to jurisdiction and venue in the state and federal courts located in the Vermont.
   3. Sponsor represents that it has read this entire Agreement and all documents made available in the exhibitor information package. Sponsor is fully aware that this Agreement, if accepted by Vita-Learn, becomes a binding agreement between Sponsor and Vita-Learn and Sponsor agrees to adhere to the terms and conditions of the Agreement.