Terms and Conditions

All Sponsorship sales shall be subject to the following terms and conditions:

1. INTRODUCTION

1.1. Event service provider UNIRANKS inc under the trademark WHERS (“UNIRANKS”, “UR”, “WHERS”, “we”, “us” and “our”), a company incorporated under the laws of the United Sated of America with company registration number 0000, whose registered office is at 1330 Avenue of the Americas, 23rd Floor New York, NY 10019, USA.

1.2. These terms and conditions (the "Sponsor Terms and Conditions") and the Front Sheet to which they are attached (together with the "Agreement") set out the terms on which you (i.e. the Sponsor) agree to sponsor the event. Please read the Agreement carefully and make sure you understand it before continuing.

1.3. Defined terms in this Agreement shall have the meaning given to them on the Front Sheet or else within these Terms and Conditions.

1.4. References to "we", "us" and "our" shall be references to UNIRANKS Inc. In light of the meaning given above to "you", references to "your" shall be construed accordingly.

2. GRANT OF RIGHTS

2.1. Subject to the terms of the Agreement, we grant to you:

• 2.1.1. the Sponsor Benefits (as defined on the Front Sheet); and
• 2.1.2. a non-transferable, non-exclusive, royalty-free license to use the Event logos and trademarks (the "Event Marks") provided to you in accordance with clause 4.3 solely to promote your sponsorship of the Event, during the Term (as defined in clause 8.1).

2.2. You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable license to use your logos and trademarks (the "Sponsor Marks") provided to us in accordance with clause 3.5:

• 2.2.1. during the Term to promote and exploit the Event; and
• 2.2.2. following the Event in any report produced about the Event and in any promotional materials for similar events.

2.3. The rights granted under clause 2.1 shall be subject to our ongoing approval, and maybe withheld or revoked at any time during the Term, if we consider that you have abused such rights or have acted improperly in any way (such approval shall be at our sole discretion).

2.4. In the event that you change the Sponsor Marks at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Sponsor Marks produced by us or on our behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.

2.5. If, for any reason, we are unable to deliver any of the Sponsor Benefits, we will inform you as soon as reasonably practicable. We may substitute alternative benefits in respect of the same Event. In the event that any of the Sponsor Benefits are changed in accordance with this clause 2.5, we shall not incur any liability to you.

2.6. You acknowledge and agree that you shall be solely responsible for all costs that you incur relating to your attendance and sponsorship at the Event (including, without limitation, the costs of any temporary staff and any costs relating to the stand that you erect at the Event and all costs incurred by you in exercising the Sponsor Benefits).

2.7. You shall promptly comply with all reasonable instructions and directions issued by or on behalf of us in connection with the Event and its promotion (including, without limitation, any instructions or directions given in relation to the use of the venue at which the Event is being held). We shall not be responsible for any failure or delay in providing any of the Sponsor Benefits where such failure occurs directly or indirectly as a result of your failure or delay in complying with any of our reasonable instructions or directions.

3. YOUR OBLIGATIONS

3.1. Any representatives, employees, or agents operating or associated with your sponsorship must possess at minimum an attendee ticket (as described on our website) to the Event. You may purchase tickets for your representatives, employees, or agents via our website.

3.2. Your attendance at the Event and any tickets purchased or used by you or provided to you under this Agreement will be subject to the applicable ticket terms and conditions as displayed on our website. In the event of any conflict between this Agreement and the ticket terms and conditions, this Agreement shall prevail.

3.3. You undertake to support the Event through appropriate marketing and promotional channels and to collaborate with us on any appropriate joint marketing or promotional projects relating to the Event.

3.4. You undertake to ensure your personnel, sub-contractors, and agents exercise the Sponsor Benefits in accordance with the terms of the Agreement and in accordance with the terms and conditions of attendance, as published on our website and updated from time to time.

3.5. You shall, promptly after payment of the Sponsorship Fee, supply us with examples of the Sponsor Marks in a suitable format.

3.6. You shall be responsible for the design, manufacture, production, and cost of any materials to be used, distributed, or presented by you at the Event. You shall submit the plans (and, for speeches, the full text) for any such material for approval by us at least thirty (30) days prior to the Event (such approval to be at our sole discretion). You shall cooperate with us to amend such materials when requested (such changes are to be at your cost).

3.7. You shall, prior to producing, distributing, or publishing any advertising or promotional materials referencing or associating you with the Event and/or using the Event Marks, including promotional materials given to attendees of the Event during the Event (the "Sponsor Literature"), provide copies of such Sponsor Literature to us for our approval. You undertake that you shall not distribute any Sponsor Literature until you have received written confirmation from us that we approve the Sponsor Literature. You are solely responsible for meeting all costs relating to the Sponsor Literature (including reprinting costs if our approval is not obtained prior to printing).

3.8. You undertake that any Sponsor Literature will:

• 3.8.1. comply, without limitation, with all relevant laws and regulations in force that relate to the promotion of the Event;
• 3.8.2. comply with any instructions or directions issued by or on behalf of us;
• 3.8.3. not contravene any applicable law, infringe the rights of any third party or contain any inaccuracies of fact; and
• 3.8.4. include any legal or good practice notices as required by us from time to time.

3.9. You shall not do, or omit to do, (and you shall procure that none of your employees, agents, or contractors shall do, or omit to do) anything which may:

• 3.9.1. bring the Event or WHERS into disrepute;
• 3.9.2. disparage the Event or WHERS;
• 3.9.3. damage our goodwill associated with the Event; or
• 3.9.4. be otherwise prejudicial to the image and/or reputation of the Event or WHERS.

3.10. You shall not apply for registration of any part of the Event Marks or anything confusingly similar to them in your trading or corporate name or otherwise, except as authorized under this Agreement.

3.11. It shall be your responsibility to take out and maintain the appropriate insurance in relation to any risks under or in relation to this Agreement or your participation in the Event.

3.12. You shall not host, participate in, encourage or promote in any way, any event purporting or holding itself out to be associated with the Event during the Term, without our prior written approval.

3.13. You shall comply with all relevant laws and regulations which may apply in relation to your involvement in the Event and you will indemnify and keep indemnified and defend (at your own expense) us against all costs, claims, damages, or expenses suffered or incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with any applicable laws and regulations.

3.14. If and to the extent to which the Sponsor Benefits include a Company Plus ticket, you shall comply at all times with the Terms and Conditions, as published on our website and updated from time to time. In the event of a conflict of terms, this Agreement shall prevail.

3.15. Promotional material must be free from explicit, sexually explicit, or overly suggestive language, including but not limited to the words “adult”, “sexy” and “babes”. URL links that lead to websites containing adult material shall not be permitted and any such links must be removed on our request. Images may not be overly sexual, imply nudity, show excessive amounts of skin or cleavage, or focus unnecessarily on body parts. Images of people in explicit or suggestive positions or activities that are overly suggestive or sexually provocative will not be permitted and must be removed or changed on our request.

3.16. You shall not promote any products or services that we may, at our discretion, find to be prejudicial to the image and/or reputation of the Event or WHERS.

3.17. Sponsor Benefits are granted to one (1) single company only and cannot be split across multiple companies. Only one (1) company name and logo will be displayed on our website and sponsor materials for each purchase of a sponsorship package.

4. OUR OBLIGATIONS

4.1. We shall provide the Sponsor Benefits and organize the Event using reasonable skill and care and will consult with you on aspects of the Event where we deem it appropriate to do so.

4.2. The Sponsor Benefits are personal to you and we are not obliged to provide the Sponsor Benefits (or any part of them) to any other entity or person.

4.3. We shall promptly supply you with examples of the Event Marks in a suitable format following payment of the Sponsorship Fee, which may be used for the purpose of fulfilling your rights and obligations under this Agreement.

5. SPONSORSHIP FEE

5.1. In consideration of us providing the Sponsor Benefits, you shall pay to us the Sponsorship Fee promptly on acceptance of this Agreement, and in any event within seven (7) days of our request.

5.2. If the Sponsorship Fee is not received by us when due, we reserve the right not to supply, or cease to supply, any or all of the Sponsor Benefits. For the avoidance of doubt, you and your employees, representatives, and/or agents shall not be permitted entry to the Event unless we have received full payment.

5.3. The Sponsorship Fee is exclusive of any applicable sales tax which may be added to the price and in such a case shall be paid by you in accordance with this clause 5, at the applicable rate.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The parties acknowledge as follows:

• 6.1.1. all intellectual property rights (including, but not limited to, copyright, trademarks, and design rights) in the Sponsor Marks shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Sponsor Marks, other than as expressly set out in this Agreement; and
  
  
• 6.1.2. all intellectual property rights (including, but not limited to, copyright, trademarks, and design rights) in the Event Marks shall be solely and exclusively owned by us, together with any goodwill therein, and you shall not acquire any rights in the Event Marks, other than as expressly set out in this Agreement.

6.2. All intellectual property rights (including, but not limited to, copyright, trademarks, and design rights) in or arising out of or in connection with the Event (including but not limited to any rights accruing in the Event Marks) shall be owned by us but always without prejudice to clause 6.1.1.

6.3. You indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands, or liabilities arising out of a claim that our use of your intellectual property rights in accordance with the Agreement (including without limitation the Sponsor Marks) infringes any intellectual property rights (including, but not limited to, copyright, trademarks, and design rights) of any third party.

6.4. You shall not knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of our marks, or do anything which will or may affect any registration of our marks.

6.5. You agree that you shall not use the Event Marks in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the sponsorship of the Event), or that we endorse any part of your business, trading name or style.

6.6. If during the Term, we become aware of any threatened or actual unauthorized use or any misuse of the other’s intellectual property rights (including, but not limited to, copyright, trademarks, and design rights), then you agree you will at our request, provide all reasonable co-operation (including, without limitation, the provision or completion of any documentation) in any action, claim or proceedings brought or threatened in respect of such intellectual property rights, but shall not be obliged to take any further action.

7. CANCELLATION, POSTPONEMENT & FORCE MAJEURE

7.1. We may, at our sole discretion, be entitled to cancel or postpone the Event for any reason. We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any such cancellation or postponement, or any failure or delay in performing our obligations under this Agreement for commercial reasons (including but not limited to, an event of force majeure where such event though not directly affecting the Event, may have an adverse effect on the commercial success of the Event).

7.2. We shall give written notice to you of a decision to cancel or postpone the Event as soon as reasonably practicable, and upon receipt of such notice:

The clauses of these Terms which by their nature should survive if the Agreement between you and WHERS is terminated, shall survive such termination. If any provision or provisions of these Terms shall be held to be unenforceable invalid or illegal, the validity, legality, and enforceability of the remaining provisions shall remain in effect and full force.

• 7.2.1. in the case of cancellation of the event, you shall be entitled to apply the Sponsorship Fee (whether or not paid to us) to another WHERS event, provided that the date of such event is less than 18 months from the date of such cancellation.

• 7.2.2. in the case of postponement of the Event:
  • (a) where the new Event date is less than 4 months away from the original event date, you shall be deemed to have accepted the new Event date and may not terminate this Agreement or elect to apply the Sponsorship Fee to another of our events;
    
    
  • (b) where the new Event date is more than 4 months, but less than 18 months away from the original Event Date, elect to apply the Fee (whether or not paid to us) to another of our events, provided that the date of such event is not greater than eighteen (18) months from the date of postponement.
    
    
  • (c)where the new Event date is more than eighteen (18) months from the original Event date, terminate this Agreement.

7.3. For the avoidance of doubt, where the Sponsor elects to apply the Sponsorship Fee to another of our events, we are under no obligation to provide the same Sponsor Benefits for the same Sponsorship Fee.

7.4. We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing our obligations under this Agreement as a result of an event or series of connected events outside our reasonable control (including, without limitation, acts of God, floods, lightning, storm, fire, explosion, war, military operations, acts or threats of terrorism, strike action, lock-outs or other industrial action or a pandemic, epidemic or other widespread illness).

7.5. Subject to clauses 7.3 and 8.2, no refunds will be given in respect of any cancellations.

7.6. You acknowledge that the terms of this clause 7 represent a genuine pre-estimate of losses.

8. TERM AND TERMINATION

8.1. This Agreement shall take effect on the date on which both parties have executed it (the "Effective Date") and shall continue until completion of the Event (the "Term"), unless terminated early in accordance with its terms.

8.2. We may terminate this Agreement within fourteen (14) days of the Effective Date, for any reason and with written notice to you. In the event that we terminate under this clause 8.2, we shall refund the Sponsorship Fee to you as soon as reasonably practicable.

8.3. We have the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that you:

• 8.3.1. have committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or
  
  
• 8.3.2. cease or threaten to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.

8.4. Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.

8.5. Upon termination of this Agreement by us in accordance with this clause 8, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off.

8.6. Upon expiry or termination of this Agreement, the parties agree that:

• 8.6.1. our obligations to provide any further Sponsor Benefits shall cease;
  
  
• 8.6.2. any licenses granted pursuant to this Agreement shall immediately cease;
  
  
• 8.6.3. this clause 8 (Term and Termination) and clauses 6 (Intellectual Property Rights), 9 (Liability and Indemnity), 10 (Confidentiality) and 12 (General) shall continue in force;
  
  
• 8.6.4. you shall cease to exercise the Sponsor Benefits; and
  
  
• 8.6.5. you shall destroy or return any Client Literature and remove the Event Marks from any other materials in your possession.

9. LIABILITY AND INDEMNITY

9.1. Subject to clause 9.3, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims, or expenses of any kind howsoever arising, out of, or in connection with this Agreement or otherwise in connection with the Event, shall be limited to the Sponsorship Fee paid by you.

9.2. Subject to clause 9.3, we shall not be liable to you for: (i) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or (ii) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.

9.3. You hereby indemnify us against all costs, claims, damages, or expenses suffered or incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with any of your obligations under this Agreement.

10. CONFIDENTIALITY

10.1. Each party shall treat in confidence all information obtained from the other pursuant to this Agreement that is confidential in nature (which shall include details of the Sponsorship Fee) and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.

10.2. Each party shall only disclose such confidential information: (i) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of this Agreement; and (ii) to the extent that such confidential information is required to be disclosed by law.

11. ANTI-BRIBERY

11.1. You warrant that you shall:

• 11.1.1. comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption;

• 11.1.2. comply with such of our anti-bribery and anti-corruption policies as are notified to you from time to time; and

• 11.1.3. promptly report to us any request or demand for any undue financial or other advantages of any kind received by or on behalf of you in connection with the performance of this Agreement.

11.2. Breach of this clause 11 shall be deemed a material breach of this Agreement.

All tickets must be assigned to an attendee, and all attendee details must be complete within 30 days of receipt of your ticket. For the avoidance of doubt, this includes name, job title, and company name. Ticket reassignment is not permitted.

12. GENERAL

12.1. This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings, or arrangements (both oral and written) relating to the subject matter of this Agreement.

12.2. You may not assign, sublicense or otherwise transfer any of your rights or obligations under this Agreement without our prior written Agreement.

12.3. Notices shall be sent by email to the other party at the address appearing on the Front Sheet (or such other address as that party shall notify in writing to the other from time to time). In the absence of proof of non-delivery, notices are deemed received one working day after being sent.

12.4. You acknowledge that you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise, or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement (save that this shall not apply so as to limit or exclude either party's liability for fraud).

12.5. This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.

12.6. If any part of this Agreement is deemed unlawful, void or for any reason unenforceable then that provision shall be deemed to be severable from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions of the terms.

12.7. This Agreement is governed by the United States of America, and is subject to the exclusive jurisdiction of the courts of United States of America.