CyberRisk Alliance
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.
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.
From news, analysis, and insight, to events, communities, custom content and marketing solutions, the CyberRisk Alliance portfolio provides support to the entire cybersecurity ecosystem. We'd love to help support your goals.