Event Terms and Conditions

‍Updated February 1, 2024

These Event Terms and Conditions (these “Terms and Conditions”) set forth the terms and conditions governing certain live and virtual events (each an “Event” and collectively, the “Events”) put on and managed by CyberRisk Alliance, LLC, a Delaware limited liability company (“CRA”) from time to time. Capitalized terms used in these Terms and Conditions but not otherwise defined herein shall have the meaning ascribed to such terms in the Sponsorship Agreement or the Statement of Work entered into by and between CRA and the sponsor/client named therein (the “Client”)(the “Agreement”). By executing and delivering the Agreement to CRA, Client is expressly agreeing to be bound by these Terms and Conditions. The Terms of Service are adopted and incorporated herein.

1. Benefits of Event Sponsorship; Leads.

 
1. Subject to the satisfaction of Client’s obligations set forth in the Agreement and these Terms and Conditions, CRA will provide Client with the benefits associated with the sponsorship level designated in the  Agreement, such benefits to be consistent with the prospectus and compliance with local laws associated with the Event and as determined by CRA from time to time, in its sole discretion. CRA does not make, and specifically disclaims, any representations or warranties regarding (a) the success or failure of such sponsorship opportunity for the Sponsor, and/or (b) the occurrence of an Event on the particular Event Date set forth in the Agreement. By executing the Agreement, Client acknowledges that all Event Dates are subject to change in the discretion of CRA.
 
2. If Leads (defined herein) are included as a benefit associated with Client’s sponsorship level designated in the Agreement, then CRA will provide the specified Leads to Client consistent with this Section 1 and the Agreement. Unless otherwise provided in the  Agreement, (A) a “Lead” shall mean an individual demand-generation activity that occurs on any demand-generation product (including, but not limited to Virtual      Conferences, webcasts, content syndication of client or CRA-generated content); and (B) a “Qualified Lead” means a registrant that meets the Client’s filter criteria and who provides consent to share their complete contact data (including first and last name, email address, company name (if applicable), phone number, city, state/province, postal code and country, industry, job title and company size) to CRA. Each demand-generation action taken by an individual shall be deemed a separate Lead to the extent such action could not be deemed an identical activity. Qualified Leads shall be reviewed through CRA’s quality assurance process prior to delivery of the Qualified Lead to Client. CRA will use best efforts to fulfill the lead guarantee set forth in the Agreement (if any). Qualified Leads will be delivered to Client in the form of a Lead report.  Client shall have five (5) business  days to review the applicable Lead report and determine whether to reject  any such Leads. Client may only reject Leads set forth in a report for the following reasons: (1) the Qualified Lead fails to materially meet the Client’s selected criteria, or (2) the contact information for such Qualified Lead is materially inaccurate; provided, that receipt of an “opt out” request following delivery of the Lead report shall not  constitute a material inaccuracy justifying the rejection of such Lead. If Client determines that any Qualified Lead meets either of the aforementioned reasons for rejection, Client shall provide notice of Client’s  rejection of any such Leads; provided, that Client may not reject more than 10% of the Leads provided by CRA to Client. CRA shall have ten (10) business days to review the rejected Leads and, if applicable, provide additional Qualified Leads to Client within eight (8) weeks following the Event Date.

1. Event Cancellation or Reschedule. Client expressly acknowledges and agrees that Event Date(s) are subject to change in CRA’s sole discretion. If CRA changes the Event Date or cancels any Event, for any reason, then CRA shall promptly notify Client in writing of the change, cancellation, or new Event Date. In the event of a cancellation or rescheduled Event, Client shall be permitted to transfer the Fees already paid in relation to such cancelled or rescheduled Event to another Event of equal value: (a) which is scheduled to occur within one (1) year from the date of the cancelled or rescheduled Event, or (b) if the Event was originally scheduled to occur in December, then the Client may only transfer the Fees to an Event to occur in the following Q1 of CRA. Notwithstanding the foregoing, Client must provide such notice of intent to transfer such Fees to another Event within fourteen (14) days of the date Client receives notice of reschedule or cancellation. Failure to provide notice within the aforementioned timeframe shall result in forfeiture of the applicable Fees. Client shall not be entitled to a refund in any circumstance unless expressly permitted by CRA.
2. License Grants. Client hereby grants CRA (and its affiliates) a non-exclusive, non-transferable, non-sublicensable right and license to use the Client’s logo(s) (the “Marks”) as necessary to provide the sponsorship level benefits as provided in the  Agreement,  including but not limited to (a) in its advertising, marketing, and promotional materials in all formats and media, including on its website, mobile apps, and social marketing pages on third-party websites and mobile apps, to identify and promote its association with and its status as a Client of the Event(s); (b) on Event collateral and materials that CRA is obligated or otherwise permitted to create and distribute at or in connection with this or future Event(s); and (c) in accordance with the Client’s then-current trademark usage guidelines as shared with CRA. All uses of a party’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of such party, and each party shall retain all right, title, and interest in and to its Marks.
3. Other Events and Marketing. Client agrees that it may not use any Event to leverage any other event in which Client is a Client or participant, and therefore agrees that it may not promote its products or organization, except as permitted by this contract or by CRA in writing. In the interest of the success of the Event, Client agrees not to extend invitations, call meetings or otherwise encourage absence of invited guests from the Event during the hours of the Event or any function sponsored in connection with the Event by CRA or its official sponsors.
4. Compliance with Laws. Client shall comply with all applicable local, state/provincial and federal laws, regulations, codes and ordinances in connection with its participation in the Event, including but not limited to the rules and regulations issued by CRA and otherwise in connection with the Event. Client’s use of names and lists captured at the Event or provided by Client is subject to applicable data protection, email marketing (U.S. CAN-SPAM Act and Canada's Anti-Spam Legislation "CASL"), and privacy laws and regulations, and to any restrictions imposed by the individuals whose names are listed. Client shall be solely responsible for, and shall ensure that the systems it uses in connection with the Agreement and these Terms and Conditions (the “Content”) are secure with appropriate physical,     administrative and technical safeguards to protect the confidentiality, integrity and availability of the Content and to ensure compliance with all applicable laws.  IN NO EVENT WILL CRA OR ANY OF ITS LICENSORS, VENDORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH ANY PRIVACY OR DATA BREACH RELATING TO CONTENT FOLLOWING DELIVERY TO CLIENT, INCLUDING ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (ii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  Client shall indemnify and hold harmless CRA and all employees, officers, directors, and agents of CRA for any and all claims, penalties, liabilities, losses, damages, settlements, and costs (including attorneys’ fees) arising directly or indirectly out of act or omission of Client or to any other entity to which Client has provided Content in any form in breach of privacy, data, confidentiality or violation of applicable laws.
5. Taxes and Licenses. Client is solely responsible for obtaining any licenses and permits, and for payment of all taxes (including sales and use taxes), license fees, or other charges applicable to its participation in the  Event, including taxes collected by CRA.
6. Privacy Policy and Confidentiality. CRA will provide a link to the CRA privacy statement on the data collection page of the event registration website in a manner that makes the privacy statement readily accessible to registrants. The CRA privacy statement will comply with applicable law. All materials provided by CRA to Client, including the rules and regulations, prospectus, and any other methodologies or planning materials distributed to Client related to the planning or execution of the Event (“CRA Materials”) are owned exclusively by and are confidential information of CRA. CRA grants to Client a nontransferable, nonexclusive license, on an “AS IS” basis, to use such CRA Materials solely in connection with Client’s participation in the Event. Client is responsible for obtaining all rules and regulations from CRA. Upon completion of the Event or earlier termination of the Agreement, Client must promptly return the CRA Materials to CRA upon CRA’s written request.
7. Post-Event Communications to Attendees. Post-event attendee contract information may only be used by Client for direct, personalized outreach associated to and referencing the sponsored Event. Client     acknowledges and agrees that it shall not distribute contact information to any internal or third-party sales or marketing distribution lists for general campaigns, telemarketing campaigns, promotional activities, or any similar activities, and further agrees not to inundate attendees with unwanted communication following the Event(s) for any reason. Client acknowledges that the privacy of the executive communities and the integrity of the Event gatherings is of utmost importance. Any reports from attendees of misused contact information or unwanted communication by Client (or any of Client’s representatives) will result in revaluation or revocation of future sponsorship opportunities without refund of Fees already paid. Client acknowledges and agrees that its electronic comunications will comply with CASL and it will honor any opt-out requests in accordance with CASL.

9.     Indemnification. CRA shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses (collectively, “Losses”), resulting fromany claim, suit, action, or proceeding (an “Action”) arising out of or related to CRA’s gross negligence or willful misconduct. Client shall indemnify, defend, and hold harmless CRA, its affiliates’ and each of their respective officers, directors, employees, agents, successors, and assigns from and against all any and all Losses resulting from any Action arising out of orrelated to: (i) any copyright infringement, trademark infringement, or defamation associated with the Client’s Marks; (ii) any misuse of information provided to Client by CRA; and/or (iii) Client’s breach of any representation, warranty, covenant, or obligation of Client under these Terms and Conditions or the Agreement.

10.  Limitation of Liability. IN NO EVENT SHALL CRA BELIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CRA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE  Agreement, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CRA PURSUANT TO THE  Agreement.

11.  Entire Agreement. These Terms and Conditions, including and together with any related  Agreement, Event rules or regulations, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of these Terms and Conditions and the terms and conditions of any  Agreement, the terms and conditions of these Terms and Conditions shall supersede and control unless the Agreement lists the specific sections of these Terms and Conditions over which it controls. By executing and delivering the Agreement to CRA, Client expressly agrees to comply with all rules and regulations provided by CRA to Client and understands that such rules and regulations are a legally-binding extension of these Terms and Conditions.

12.  Notices. All notices, requests, consents, claims, demands, waivers and other communications under these Terms and Conditions or the Agreement (each, a“Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other party at its address set forth on the  Agreement. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms and Conditions, a Notice is effective only if the party giving the Notice has complied with the requirements of this Section. Any notice to CRA shall be provided pursuant to this Section, with a copy delivered by email to contracts@cyberriskalliance.com.

13.  Severability. If any term or provision of these Terms and Conditions or the Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify the Terms and Conditions and/or the Agreement, as applicable, to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14.  Amendments. No amendment to or modification of these Terms and Conditions or the  Agreement shall be effective unless it is in writing, identified as an amendment to the applicable agreement and signed by aduly authorized representative of each party.

15.  Waiver. No waiver by any party of any of the provisions of these Terms and Conditions or the Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms and Conditions or the Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions or the Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege here under preclude any other or further exercise thereof orthe exercise of any other right, remedy, power or privilege.

16.  Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under these Terms and Conditions or the Agreement without the prior written consent of CRA. Any purported assignment or delegation in violation ofthis Section shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under these Terms and Conditions or the Agreement. CRA may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of itsassets or ownership interests without Client’s consent.

17.  Successors and Assigns. These Terms and Conditions and the Agreement are binding on and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

18.  Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions or the Agreement shall be construed ascreating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

19.  Choice of Law. These Terms and Conditions and the Agreement, and all related documents, and all matters arising out of or relating hereto and there to, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

20.  Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to these Terms and Conditions or the Agreement, including all exhibits, schedules, attachments and appendices, and all contemplated transactions, in any forum other than courts located in the State of New York, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in such courts. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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