Sponsor Terms and Conditions
SHOPTALK SPONSOR TERMS AND CONDITIONS ATTACHED TO THIS AGREEMENT ORDER
1. SPONSORSHIP FEES AND BENEFITS.
In exchange for the Sponsorship Fee payment, Shoptalk Commerce, LLC (“Shoptalk”, “we,” “us” or “our”) will provide you with the following sponsorship benefits in connection with the Event: a. General Marketing and Advertising. You will be presented at your Sponsor Level along with other sponsors at the same level in pre-event and event marketing and advertising initiatives that we use to promote the Event generally. We will promote you at your Sponsor Level via email, web and social media postings as well as other promotional materials, as determined in our sole and absolute discretion unless otherwise agreed. The extent and format of such promotions will be in our sole discretion. You hereby acknowledge and agree that if this Agreement is fully executed after February 8, 2027, Sponsor will be expressly excluded from being included in onsite signage at the Event and may prevent Sponsor from receiving other sponsorship assets for the Event that have already been finalized by us. Sponsor acknowledges and agrees that we may modify the branding of the Event (in our sole discretion); provided, however, in the event of any material modification to the branding of the Event we will provide you reasonable notice (email shall suffice) prior to the Event.
b. Exhibition Space. We will provide you with the exhibition space described in the Agreement Order. You agree to abide by all Exhibitor Rules and Regulations then in effect, which are available at https://shoptalk.com/us/page/exhibitor-rules, as such Exhibitor Rules and Regulations may be amended by us from time to time and are hereby incorporated into this Agreement by reference. Furthermore, in addition to the terms outlined in Section 8(a) below, we reserve the right to freeze all assigned exhibition space ninety (90) days prior to the Event, and you acknowledge and agree that you will not be permitted to cancel or change your assigned exhibition space for the period starting ninety (90) days prior to the Event through the end of the Event, unless otherwise agreed in writing by us.
c. Sponsor Tickets. As part of your sponsorship, we will provide you with the Sponsor Tickets described in the Agreement Order. With respect to tickets, you acknowledge and agree to the following: i. Sponsor Tickets include access to all registration materials, and all Event sessions and networking events (other than sessions and networking events that are private or specific to certain groups of attendees). Sponsor Tickets are intended only for individuals employed by your organization at the time of the Event, including any support personnel such as any booth staff, public relations support staff and executive assistants employed by your organization, and such tickets may not otherwise be transferred without our prior written consent (which shall be determined in our sole discretion).
ii. We will provide you with a sponsor code that may be used to purchase additional tickets our website (www.shoptalk.com) for individuals employed by your organization. These additional tickets are priced at the current sponsor ticket rates as set forth on our website (ticket prices are determined by us at our sole discretion and may change from time to time).
iii. Tickets for individuals who are not employed by your organization (i.e., qualifying retailers/brands and partners who are not also Event sponsors) are available at prices that are different from the prices of your sponsor tickets (i.e., at the rates then set forth on our website), and such prices are not representative of the prices for Sponsor Tickets.
iv. Each individual from your organization who is planning to be onsite at the Event is required to hold a valid ticket, pay the applicable ticket fees, and abide by all of the terms and conditions set forth in the Terms of Attendance and Participation, which are available at https://shoptalk.com/us/page/terms-of-attendance-and-participation, as such Terms of Attendance and Participation may be amended by us from time to time, and are hereby incorporated into this Agreement by reference. Sponsor ticket prices may fluctuate from time to time.
Discounts will not be honored with certain special rates or for onsite ticket purchases unless expressly agreed by us in writing.
v. All Sponsor Tickets are subject to the terms and conditions set forth in this Agreement, and each attendee under a Sponsor Ticket is also subject to the Terms of Attendance and Participation referenced above.
vi. Any and all rights not specifically granted under this Agreement by Shoptalk to Sponsor are hereby reserved by Shoptalk.
2. HOSTED RETAILERS & BRANDS PROGRAM MEETINGS.
Solely to the extent the Agreement Order grants Sponsor the right to participate in the Hosted Retailers & Brands Program (the “Hosted Program”), we will arrange up to the Number of Meetings set forth in the Agreement Order set forth above. In addition, the following Sponsor Terms & Conditions for this program will apply: a. With the Hosted Program, Shoptalk will arrange a series of one-to-one 15-minute onsite meetings (“Hosted Meetings”) between Hosted Retailers & Brands Attendees and Participating Sponsor Group Meeting Representatives. All Hosted Meetings will take place in the area (“Hosted Area”) and during Meeting Times designated by Shoptalk. Notwithstanding the number of meetings purchased by any given Participating Sponsor Group or in aggregate by all Participating Sponsor Groups, we do not guarantee any minimum number of Hosted Retailers & Brands Attendees or any minimum number of Hosted Meetings for any Participating Sponsor Group. The number of meetings arranged for any given Participating Sponsor Group might be below the number purchased.
i. “Hosted Retailers & Brands Attendees” are those qualifying individuals from retailers and brands who identify themselves to Shoptalk as buyers or influencers of the purchase of technology and other solutions for their organizations, and who also agree to take up to eight (8) 15-minute Hosted Meetings with Participating Sponsor Groups as part of the Hosted Program. Shoptalk may provide complimentary Event tickets and travel/hotel allowances to these individuals in its sole discretion.
ii. “Participating Sponsor Groups” are those Event sponsor organizations (which may be one or more divisions, sales teams, marketing departments or other groups of an organization) who are enrolled in the Hosted Program pursuant to a fully executed Shoptalk sponsorship agreement (“Sponsorship Agreement”). A single organization may have one or more Participating Sponsor Groups in the Hosted Program.
Participating Sponsor Groups are included in the process of arranging Hosted Meetings with Hosted Retailers & Brands Attendees, which process is administered in the sole discretion of Shoptalk and may change from time to time. Sponsor’s Participating Sponsor Group’s shall be set forth in the Agreement Order. Each individual representing a Participating Sponsor Group in the Hosted Program shall be referred to hereunder as a “Participating Sponsor Group Meeting Representative”.
iii. “Meeting Times” are predetermined time slots for which Participating Sponsor Groups must be available. The Meeting Times are in the sole discretion of Shoptalk and will be provided to Participating Sponsor Groups. Meeting Times are subject to change upon written notification by Shoptalk. Shoptalk will notify Participating Sponsor Groups and/or Participating Sponsor Group Meeting Representatives of the specific times of their meetings within Meeting Times prior to the start of Shoptalk.
b. Hosted Meetings are priced as set forth in the Agreement Order (the price of each meeting being the “Price Per Meeting”) and the Participating Sponsor Group must pay in advance an amount equal to the Number of Meetings multiplied by the Price Per Meeting (“Meetings Payment Amount”) as set forth in the Agreement Order. Shoptalk has the right to increase the Price Per Meeting for additional purchases of Hosted Meetings in its sole discretion. Shoptalk will complete a post Event reconciliation to determine the number of “Completed Hosted Meetings” which shall be equal to the number of Hosted Meetings set forth in the Agreement Order (plus any meetings that take place at the Event between your Participating Sponsor Group Meeting Representatives and any Hosted Retailer & Brands Attendee outside of the Hosted Program) minus the total number of (a) Hosted Meetings that would have taken place but for the onsite absence of the corresponding Hosted Retailers & Brands Attendees (including late arrivals resulting in meetings less than 15 minutes in length), and (b) Hosted Meetings that would have taken place but a failure solely on our part to properly schedule such meeting in accordance with our Hosted Program terms and conditions. If the number of Completed Hosted Meetings multiplied by the Price Per Meeting is less than the Meetings Payment Amount, Shoptalk Commerce, LLC will provide a credit toward a future event owned or operated by us or our affiliates or a refund of the difference within 60 days following the Event (“Refund Payment Date”). For the avoidance of doubt, the Participating Sponsor Group shall be liable for Hosted Meetings that have not taken place due to the action or omission of the Participating Sponsor Group and such Hosted Meetings shall not be refunded.
c. Participating Sponsor Groups must provide relevant information and respond to Shoptalk’s requests by the deadlines expressly stated in our communications regarding the Hosted Program, including but not limited to: i. Providing the name and contact details for each primary point of contact at the Participating Sponsor Group, (each a “Sponsor Group Contact”), for all aspects of participation in the Hosted Program.
ii. Providing Participating Sponsor Group categorizations and descriptions, which may include company, group and/or product descriptions, and any other information required by Shoptalk limitations and guidelines.
iii. Providing the names and contact details for Participating Sponsor Group Meeting Representatives who will be taking the Hosted Meetings, including mobile phone numbers or other contact information which will be used to resolve any issues or lack of responses as well as any onsite communications deemed appropriate by Shoptalk.
iv. Participating Sponsor Groups and their Participating Sponsor Group Meeting Representatives must comply with Shoptalk’s Hosted Program rules and directives, including those set forth on Schedule 1 attached hereto (the “Hosted Meeting Rules and Directives”).
v. Shoptalk reserves the right in its sole discretion to determine the eligibility of participation in the Hosted Program by any organization or person, and may in its sole discretion terminate any organization or person from participating in the Hosted Program at any time and for any reason, including canceling any scheduled meetings and/or providing a refund of any Meetings Payment Amount as a result. Termination of a Participating Sponsor Group in the Hosted Program does not provide the Participating Sponsor Group with any rights to terminate any other part of this Agreement, nor does it provide any refund of the Sponsorship Fee.
vi. PARTICIPATING SPONSOR GROUP’S FAILURE TO COMPLY WITH THE HOSTED MEETING RULES AND DIRECTIVES, AS WELL AS ANY OTHER RULES THAT MAY BE ISSUED BY SHOPTALK REGARDING THE HOSTED PROGRAM MAY RESULT IN THE REDUCTION OR REMOVAL OF ANY REFUND OF THE SPONSORSHIP FEE AT OUR DISCRETION.
vii. Sponsor agrees that all personal information provided in connection with the Hosted Program will be collected, used and shared by Shoptalk to deliver the product and services included in the Hosted Program in accordance with the terms of our privacy policy, which can be found at https://hyve.group/privacy-notice/.
3. SPONSORSHIP PAYMENT TERMS.
Sponsor agrees to make payment in full of the Sponsorship Fee (which amount shall be non-refundable except as expressly set forth in Section 8 of this Agreement) immediately upon receipt of our invoice. All payments shall be net of all applicable taxes or other deductions. Payment of the Sponsorship Fee is a material condition of this Agreement, and Sponsor agrees that all rights granted to Sponsor will be suspended until such fee has been paid in full in accordance with this Section 3. We will not pay expenses or other costs you incur in relation to this Agreement unless expressly set forth hereunder. Sponsorship Fee is paid in United States Dollars. Please remit check payments to: Shoptalk Commerce, LLC, 605 3rd Ave 26th Floor New York, NY 10158. For wire transfers, Shoptalk’s bank details are: HSBC, ABA# 022000020, Account# 889028842.
4. INTELLECTUAL PROPERTY.
a. We grant to you, during the Term, and in accordance with the terms and conditions herein: i. The sponsorship benefits identified herein; and ii. A non-transferable, non-exclusive, royalty-free, non-sublicensable, limited license to use and display the Event name, logos and trademarks (the “Event Marks”) provided to you solely to promote your sponsorship of the Event; provided, however, that any such use (x) shall be appropriate and dignified and benefit our public image and otherwise be consistent with our brand guidelines provided to you from time to time, and (y) shall not reasonably be expected to have a material adverse impact, on our name, image, reputation, good will or any other legitimate business right or interest.
b. You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable license (solely in connection with the Event) to use and display your tradenames, trademarks service marks, logos, symbols, or other copyrighted or proprietary identifications (whether registered or not) (the “Sponsor Marks”) provided to us: i. During the Term to advertise, market, promote and administer the Event; and ii. Following the Term when used in any materials produced in connection with, related to, or arising from the Event and in any promotional, marketing, advertising or informational materials for similar events, as well as for archival purposes; provided, however, that if you request in writing that we reasonably remove your Sponsor Marks from any such materials that we are using for a commercial purpose following the Term, we will use commercially reasonable efforts to remove your Sponsor Marks from any such materials (for the avoidance of doubt this right shall expressly exclude any materials used for archival purposes).
c. All intellectual property rights in the Sponsor Marks, together with any goodwill therein, shall be solely and exclusively owned by you, and we shall not acquire any rights in the Sponsor Marks, including any developments or variations. All intellectual property rights in the Event Marks, together with any goodwill therein, shall be solely and exclusively owned by us and you shall not acquire any rights in the Event Marks, including any developments or variations.
d. All intellectual property rights in or arising out of the Event shall be owned by us, including but not limited to any rights accruing in the Event Marks, all end-user data and information collected in connection with the Event, and any films, videos, photographs, recordings, promotions, advertisements and/or other materials prepared or developed in connection with the Event or derived from the Event, and no further licenses, permissions, or payments are required for us to make use of such Event materials in any format, in any media, or for any purpose.
e. Neither party shall 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 the other party’s marks or do anything which will or may affect any registration of the other party’s marks. 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.
5. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
a. Sponsor represents and warrants that (i) it has executed this Agreement freely, fully intending to be bound by the terms and provisions contained herein, (ii) it has full corporate power and authority to execute, deliver and perform this Agreement, (iii) the person signing this Agreement on behalf of Sponsor has properly been authorized and empowered to enter into this Agreement by and on behalf of Sponsor, (iv) it is and shall at all times comply with all laws or regulations applicable to the subject matter of this Agreement, including the United States Foreign Corrupt Practices Act and any applicable economic and financial sanctions and trade embargos, export controls, and national security laws imposed, administered or enforced by the United States government, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom or the federal government of Canada, (v) this Agreement is a legal, valid and binding obligation of Sponsor enforceable against Sponsor in accordance with the terms and conditions contained herein, and (vi) that the Sponsor Marks do not infringe or otherwise violate the intellectual property rights of any third party.
b. Sponsor shall indemnify, defend and hold harmless us and our respective parent, affiliates, subsidiaries and their respective shareholders, partners, members, directors, officers, employees and agents from and against all claims, damages, losses, costs, expenses, demands or liabilities (including all reasonable legal fees and expenses) (“Claims”) arising out of or resulting from any third party claim: (i) related to the breach or non-performance of Sponsor of any of the provisions of this Agreement, (ii) related to the use of the Sponsor Marks under this Agreement, including any Claim that our use of the Sponsor’s intellectual property (including the Sponsor Marks) in accordance with the Agreement violates or infringes any intellectual property rights of any third party, (iii) related to any products or services of the Sponsor sold, offered, distributed and/or marketed to third parties by Sponsor and/or made available to anyone in connection with the Event and pursuant to this Agreement, or (iv) any grossly negligent or willful act or omission by Sponsor or any of its shareholders, partners, members, directors, officers, and agents with respect to the subject matter of this Agreement.
c. We shall indemnify, defend and hold harmless the Sponsor from and against all Claims arising out of or resulting from any third party claim: (i) related to our breach or non-performance of any of the provisions of this Agreement, (ii) related to our use of the Event Marks under this Agreement, including any Claim that Sponsor’s use of the Event’s intellectual property (including the Event Marks) in accordance with the Agreement violates or infringes any intellectual property rights of any third party, or (iii) any grossly negligent or willful act or omission by us or any of our shareholders, partners, members, directors, officers, employees and agents with respect to the subject matter of this Agreement.
d. The party seeking indemnification under this Agreement (“Indemnified Party”) shall give prompt notice to the other party (“Indemnifying Party”) of any Claim for which it intends to seek indemnification. The Indemnifying Party shall have the right to participate in and, at Indemnifying Party’s option, to control any defense, compromise, litigation, settlement or other resolution or disposition of such Claim. In no event shall the Indemnifying Party enter into any settlement of any claim that imposes financial obligations or restrictions on the Indemnified Party or constituting an admission of guilt or wrongdoing by the Indemnified Party without the prior written approval of the Indemnified Party.
e. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR (I) ANY AMOUNT IN EXCESS OF THREE TIMES (3x) THE SPONSORSHIP FEE AND (II) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR FOR LOSS OF REVENUE OR PROFIT IN CONNECTION WITH THE PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EVEN A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6. ADDITIONAL TERMS AND CONDITIONS.
a. All individuals attending Shoptalk under a Sponsor Ticket must register and be identified as a user of a Sponsor Ticket during the registration process. Sponsor Ticket registration must be completed no later than February 8, 2027. Sponsor Ticket registrations after this date cannot be guaranteed and may be rejected by us in our sole discretion. If, after registering, a registered user of a Sponsor Ticket cannot attend, or otherwise chooses not to attend, you may transfer the registration under the Sponsor Ticket to another individual in your organization; provided, however, that if the substituted individual was previously registered with a paid ticket, no refunds or reimbursements of any kind will be made for the ticket fees previously paid. For substitutions, please contact us with the new attendee’s name and contact information no later than February 12, 2027. Substitutions will not be granted after this date. You are solely responsible for ensuring that your Sponsor Tickets are registered and used in accordance with our terms. In no event will you be entitled to any fees, payments, reimbursements or credits of any kind in the event that any Sponsor Ticket is not properly registered or not used. In addition, Sponsor Tickets are inclusive of any support personnel attending only part of the Event (other than booth setup personnel who are present only to assemble your booth prior to the opening of the exhibit hall and who will not remain on the premises beyond that time). No complimentary or discount pricing will be provided for support personnel, other than a Sponsor Ticket if you choose to allocate a Sponsor Ticket for this purpose. For the avoidance of doubt, all individuals attending the Event with, for, or on behalf of Sponsor, including those who attend just a portion of the Event, must purchase tickets and pay the correct rate applicable to them (unless such individuals qualify for and register under a Sponsor Ticket). NO INDIVIDUAL WILL BE ALLOWED PAST THE SHOPTALK CHECK-IN AREA OR ACCESS TO THE EVENT AREA WITHOUT A SHOPTALK BADGE IN HIS/HER/THEIR NAME.
Please plan accordingly in setting up meetings within the Event area (including in any exhibit or meeting space specifically reserved for you).
b. Without limitation of the representations and warranties contained in Section 6(a) above, Sponsor represents and warrants to Shoptalk that Sponsor will comply with all applicable data protection and privacy laws in connection with Sponsor’s collection, storage, and use of personal data in connection with this Agreement and the Event.
c. Neither your sponsorship nor sponsorship level is exclusive in any way. Accordingly, we reserve the right to enter into multiple sponsorship agreements at your level or any level within our sole discretion, regardless of the competitive or potentially competitive nature of the sponsors.
You acknowledge that your competitors may have sponsorships, including at your sponsorship level.
d. Sponsorships do not include any costs of materials, production or labor (for branding initiatives, design, signage, booths, or any other purpose) all of which shall be exclusively borne by Sponsor unless expressly stated in the Agreement Order and agreed to by us.
e. Except for the rights expressly granted by Shoptalk to Sponsor under this Agreement, without our express prior written approval Sponsor shall not associate themselves with Shoptalk and the Event. Without limiting the foregoing, Sponsor shall not undertake (or permit any third party to undertake) any marketing, promotion, or advertising activities on the premises where the Event is taking place (including, any adjacent campuses that are under common control with such premises) (currently anticipated to be Mandalay Bay and the surrounding campus) during the five (5) day period before and after the commencement of the Event.
7. INSURANCE.
Sponsor and its independent contractors, at their sole expense, shall obtain and maintain during the Event insurance coverage and provide Shoptalk or any of its affiliates and the Event venue with a certificate of insurance (reasonably acceptable to Shoptalk) and applicable additional insured endorsements at least thirty (30) days prior to use of the premises as follows: (a) Worker’s Compensation Insurance as required by local or state law; (b) Employers’ Liability Insurance in minimum limits of $1,000,000 per occurrence; (c) Commercial General Liability Insurance (including but not limited to blanket contractual liability and personal and advertising injury coverage) with minimum limits of at least $1,000,000 in any one occurrence and $3,000,000 in the aggregate; (d) Personal Property Insurance on all personal property in the care, control or custody of an insured party, including coverage for all risks (including theft). All insurance policies shall be endorsed to provide thirty (30) days prior written notice of cancellation, non-renewal or reduction in coverage. If Sponsor fails to procure such insurance, or deliver such certificates, we may procure, at our option, the same, and the cost thereof shall be paid by you within five (5) days after deliver by us to Sponsor of any bills covering such insurance costs borne by us.
8. TERMINATION; CANCELLATION.
a. At any time following the execution of this Agreement, in the event Sponsor determines it no longer wants to sponsor the Event, Sponsor may provide written notice to us (a “Termination Notice”) and terminate this Agreement, with such termination effective immediately upon our receipt of such Termination Notice, provided, however, (i) if a Termination Notice is received by us less than ninety (90) days prior to the Event, you will be obligated to pay us 100% of the total Sponsorship Fee, (ii) if a Termination Notice is received by us at any time during the period commencing on the date that is one hundred twenty (120) days prior to the Event and ending on the date that is ninety (90) days prior to the Event, you will be obligated to pay us 75% of the total Sponsorship Fee, (iii) if a Termination Notice is received by us at any time during the period commencing on the date that is one hundred eighty (180) days prior to the Event and ending on the date that is one hundred twenty-one (121) days prior to the Event, you will be obligated to pay us 50% of the total Sponsorship Fee, and (iv) if a Termination Notice is received by us more than one hundred eighty (180) days prior to the Event, you will be obligated to pay us entitled to retain 25% of the total Sponsorship Fee.
For the avoidance of doubt, upon delivery of a Termination Notice under this Section 8(a), any unpaid portion of the Sponsorship Fee shall automatically accelerate and become due and payable, and until such amounts have been paid in full, Sponsor shall not be entitled to any refund in accordance with the foregoing.
b. We reserve the right to terminate this Agreement at any time and for any reason or no reason at our sole discretion, upon written notice to you, and upon which, based on your election, we would, unless prohibited by applicable economic or financial sanctions or trade embargos, export controls, or national security laws, refund you the Sponsorship Fee or apply such Sponsorship Fee towards a future event owned or operated by us or our affiliates.
c. In the event that the Event does not occur on the scheduled date for any reason, we may determine in our sole discretion to roll forward this Agreement to an alternative date so long as such date is within twelve (12) months of the scheduled date of the Event. We will provide Sponsor prior written notice of any such change within twelve (12) weeks of our notice to you that the Event has been rescheduled. Sponsor acknowledges and agrees that any such change shall not be deemed to be a breach of this Agreement; provided, however, in the event the Event is unable to be rescheduled within twelve (12) months, Sponsor may provide written notice to us and elect to have the Sponsorship Fee previously paid refunded to Sponsor, which refund will be Sponsor’s sole and exclusive remedy under this Agreement.
9. FORCE MAJEURE.
Neither party shall be liable for any failure to fulfill its obligations under this Agreement due to causes beyond its control, including but not limited to, fire, earthquake, explosion or other casualty, riot, or civil commotion, act of government or governmental instrumentality (whether federal, state or local), war, act of terrorism, failure of performance by a common carrier, failure in whole or in part of third party technical facilities (e.g., an Internet hosting company), act of God, epidemic, pandemic or any other cause beyond the reasonable control of such party (a “Force Majeure Event”). For the avoidance of doubt, in the event a Force Majeure Event results in the cancellation of any Event, Sponsor shall not be required to pay any outstanding portion of the Sponsorship Fee not yet paid (if any).
10. CONFIDENTIAL INFORMATION. Each party agrees that all Confidential Information (as defined below) will be used only for purposes of this Agreement, and will not be disclosed by the receiving party, its agents, representatives, or employees without the prior written consent of the disclosing party. The receiving party shall permit access to Confidential Information only to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. The restrictions on the use or disclosure of any Confidential Information shall not apply to any such Confidential Information that was required by law to be disclosed in response to a valid order by a court or other governmental body; provided, however, that, to the extent legally permissible, the receiving party shall provide the disclosing party with prior written notice of such disclosure in order to permit such disclosing party to seek confidential treatment of such Confidential Information. As used herein, the term “Confidential Information” means any material or information disclosed by one party to the other that is marked or otherwise identified as confidential at the time of disclosure, or which given facts and circumstances under which such information is disclosed, should reasonably be considered confidential and proprietary. Notwithstanding anything herein to the contrary, Confidential Information shall not include material or information which the receiving party can demonstrate by dated written records: (i) is generally available to the public without breach of this Agreement by the receiving party, its agents, representatives, or employees; (ii) was rightfully in the receiving party’s possession prior to disclosure to it by the disclosing party; (iii) was independently developed by the receiving party without use of or reference to any of the disclosing party’s Confidential Information; or (iv) was rightfully received by the receiving party from a third party without a duty of confidentiality. The receiving party agrees that the disclosing party may suffer immediate and irreparable harm in the event any Confidential Information is used or disclosed in a manner not permitted by this Agreement. In the event of a breach or the threatened breach of the provisions of this Agreement, the disclosing party shall be entitled to seek injunctive relief restraining the receiving party from such breach or threatened breach and to enforce the provisions herein. Nothing herein shall be construed as prohibiting the disclosing party from pursuing any other remedy against the receiving party on account of such breach or threatened breach. Neither party shall publish any other public statements (e.g., press release) regarding this Agreement without the other party’s approval, such approval not to be unreasonably withheld, condition, or delayed (it being understood that general press releases regarding the event and listing Event sponsors and attendees (including Sponsor and Sponsor Marks) shall be permitted).
11. GOVERNING LAW.
This Agreement, the legal relations between the parties and the adjudication and enforcement thereof shall be governed by and interpreted and construed in accordance with the substantive laws of the State of New York (excepting only those conflict of laws provisions which would serve to defeat the operation of New York substantive law). If any dispute between the parties arises out of any matter governed by this Agreement, each party will first attempt in good faith to reach a settlement through confidential negotiation. Thereafter, any action arising under or relating to this Agreement may only be brought in the federal courts of the United States located in the State of New York, and the parties hereto hereby submit to the jurisdiction of those courts. The parties further hereby consent to waive any rights to trial by jury.
12. MISCELLANEOUS.
a. Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between the parties with respect to the Event and supersedes all prior agreements or understandings, whether written or verbal, relating thereto. The parties confirm that they have not entered into this Agreement on the basis of any representations that are not expressly stated herein. This Agreement may be executed in counterparts (including by facsimile or electronic signature), which taken together shall constitute one original Agreement.
b. Survival. The obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 10, 11 and 12 of this Agreement shall survive expiration or termination of this Agreement.
c. Amendment. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written amendment to this Agreement signed by the parties hereto. For avoidance of doubt, no additional obligations of any kind (including without limitation any obligation to provide exclusivity within a sponsorship level) may be imposed on us as a result of verbal agreements, sponsor requests, course of dealing, or anything else other than a written and signed amendment to this Agreement.
d. Severability; Waiver. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, then such provision shall be deemed to be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating or rendering unenforceable the remaining portions of this Agreement. Failure by a party at any time to require performance by the other party of any obligations shall in no way affect the right to require full performance any time thereafter, and a waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other provisions. Any waiver of any right under this Agreement must be in writing by the waiving party to be enforceable.
e. Independent Contractors. The relationship of each of the parties hereto shall be that of independent contractors, and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between them.
f. Event Quality. We in no way represent ourselves as the guarantor of the quality of the Event or any materials produced in connection therewith.
g. Time of the Essence. With respect to all dates and time periods set forth or referred to in this Agreement, time is of the essence.
h. Assignment. Sponsor may not assign this Agreement in whole or in part without our prior written consent. Any purported assignment or delegation by Sponsor without our prior written consent is void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns.
i. Notice. All notices required under this Agreement will be in writing and delivered by (i) personal delivery, (ii) overnight courier delivery, (iii) facsimile transmission or electronically confirmed document attached to an email message to the respective party at the address set forth herein. All notices sent via email must be sent to [email protected].
Schedule 1
Shoptalk’s Hosted Program Rules and Directives
a. All Participating Sponsor Group Meeting Representatives must register as attendees with sponsor tickets or as paid attendees at the prevailing rate available. Tickets are not included in the Hosted Program unless separately purchased in a Sponsorship Agreement.
b. Participating Sponsor Groups and Participating Sponsor Group Meeting Representatives must:
• Be available for all Meeting Times.
• Select a minimum of four (4) times the number of meetings you have purchased for the number of Hosted Retailers & Brands Attendees for potential meetings that you would like to have
• Add meetings for Hosted Meetings to their calendars.
• Arrive for Hosted Meetings at the Hosted Area no later than the times designated by Shoptalk.
• Be prepared for the Hosted Meetings, including knowing the time and table number assigned to each Hosted Meeting.
• Notify Shoptalk onsite of any Hosted Retailer & Brand Attendee who is not present for a Hosted Meeting.
• Be available for all Meeting Times.
• Arrive for Hosted Meetings at the Hosted Area no later than the times designated by Shoptalk.
• Notify Shoptalk onsite of any Hosted Retailer & Brand Attendee who is not present for a Hosted Meeting.
c. Participating Sponsor Groups and Participating Sponsor Group Meeting Representatives must NOT do the following, which may result in termination from the Hosted Program (and/or any subsequent Shoptalk, Shoptalk or Retail Meetup hosted programs):
• Contact any of the Hosted Retailers & Brands Attendees with whom they have Hosted Meetings prior to the event (unless they have also come into contact with those Hosted Retailers & Brands Attendees in the ordinary course of business unrelated to the Hosted Program).
• Bring anyone to a Hosted Meeting or the Hosted Area other than the Participating Sponsor Group Meeting Representatives.
• Exceed the allotted 15 minutes scheduled for the Hosted Meetings either by starting the Hosted Meeting early or by staying late.
• Cancel participation in a Hosted Meeting to which they have agreed--an alternate Participating Sponsor Group Meeting Representative (must be registered with a sponsor pass or paid ticket) can be substituted.
• Enter the Hosted Area outside of Meeting Times.
• Approach Hosted Retailers & Brands in the Hosted Area with whom they do not have Hosted Meetings.
• Change the scheduled time or location of their Hosted Meetings.
• Contact any Hosted Retailers & Brands Attendees who do not show up for their Hosted Meeting.
d. The Participating Sponsor Group Meeting Representatives must each complete a feedback survey following Shoptalk, providing specific evaluations for each meeting. Failure to provide feedback by the Refund Payment Date will delay any required refund until feedback has been completed.
1. SPONSORSHIP FEES AND BENEFITS.
In exchange for the Sponsorship Fee payment, Shoptalk Commerce, LLC (“Shoptalk”, “we,” “us” or “our”) will provide you with the following sponsorship benefits in connection with the Event: a. General Marketing and Advertising. You will be presented at your Sponsor Level along with other sponsors at the same level in pre-event and event marketing and advertising initiatives that we use to promote the Event generally. We will promote you at your Sponsor Level via email, web and social media postings as well as other promotional materials, as determined in our sole and absolute discretion unless otherwise agreed. The extent and format of such promotions will be in our sole discretion. You hereby acknowledge and agree that if this Agreement is fully executed after February 8, 2027, Sponsor will be expressly excluded from being included in onsite signage at the Event and may prevent Sponsor from receiving other sponsorship assets for the Event that have already been finalized by us. Sponsor acknowledges and agrees that we may modify the branding of the Event (in our sole discretion); provided, however, in the event of any material modification to the branding of the Event we will provide you reasonable notice (email shall suffice) prior to the Event.
b. Exhibition Space. We will provide you with the exhibition space described in the Agreement Order. You agree to abide by all Exhibitor Rules and Regulations then in effect, which are available at https://shoptalk.com/us/page/exhibitor-rules, as such Exhibitor Rules and Regulations may be amended by us from time to time and are hereby incorporated into this Agreement by reference. Furthermore, in addition to the terms outlined in Section 8(a) below, we reserve the right to freeze all assigned exhibition space ninety (90) days prior to the Event, and you acknowledge and agree that you will not be permitted to cancel or change your assigned exhibition space for the period starting ninety (90) days prior to the Event through the end of the Event, unless otherwise agreed in writing by us.
c. Sponsor Tickets. As part of your sponsorship, we will provide you with the Sponsor Tickets described in the Agreement Order. With respect to tickets, you acknowledge and agree to the following: i. Sponsor Tickets include access to all registration materials, and all Event sessions and networking events (other than sessions and networking events that are private or specific to certain groups of attendees). Sponsor Tickets are intended only for individuals employed by your organization at the time of the Event, including any support personnel such as any booth staff, public relations support staff and executive assistants employed by your organization, and such tickets may not otherwise be transferred without our prior written consent (which shall be determined in our sole discretion).
ii. We will provide you with a sponsor code that may be used to purchase additional tickets our website (www.shoptalk.com) for individuals employed by your organization. These additional tickets are priced at the current sponsor ticket rates as set forth on our website (ticket prices are determined by us at our sole discretion and may change from time to time).
iii. Tickets for individuals who are not employed by your organization (i.e., qualifying retailers/brands and partners who are not also Event sponsors) are available at prices that are different from the prices of your sponsor tickets (i.e., at the rates then set forth on our website), and such prices are not representative of the prices for Sponsor Tickets.
iv. Each individual from your organization who is planning to be onsite at the Event is required to hold a valid ticket, pay the applicable ticket fees, and abide by all of the terms and conditions set forth in the Terms of Attendance and Participation, which are available at https://shoptalk.com/us/page/terms-of-attendance-and-participation, as such Terms of Attendance and Participation may be amended by us from time to time, and are hereby incorporated into this Agreement by reference. Sponsor ticket prices may fluctuate from time to time.
Discounts will not be honored with certain special rates or for onsite ticket purchases unless expressly agreed by us in writing.
v. All Sponsor Tickets are subject to the terms and conditions set forth in this Agreement, and each attendee under a Sponsor Ticket is also subject to the Terms of Attendance and Participation referenced above.
vi. Any and all rights not specifically granted under this Agreement by Shoptalk to Sponsor are hereby reserved by Shoptalk.
2. HOSTED RETAILERS & BRANDS PROGRAM MEETINGS.
Solely to the extent the Agreement Order grants Sponsor the right to participate in the Hosted Retailers & Brands Program (the “Hosted Program”), we will arrange up to the Number of Meetings set forth in the Agreement Order set forth above. In addition, the following Sponsor Terms & Conditions for this program will apply: a. With the Hosted Program, Shoptalk will arrange a series of one-to-one 15-minute onsite meetings (“Hosted Meetings”) between Hosted Retailers & Brands Attendees and Participating Sponsor Group Meeting Representatives. All Hosted Meetings will take place in the area (“Hosted Area”) and during Meeting Times designated by Shoptalk. Notwithstanding the number of meetings purchased by any given Participating Sponsor Group or in aggregate by all Participating Sponsor Groups, we do not guarantee any minimum number of Hosted Retailers & Brands Attendees or any minimum number of Hosted Meetings for any Participating Sponsor Group. The number of meetings arranged for any given Participating Sponsor Group might be below the number purchased.
i. “Hosted Retailers & Brands Attendees” are those qualifying individuals from retailers and brands who identify themselves to Shoptalk as buyers or influencers of the purchase of technology and other solutions for their organizations, and who also agree to take up to eight (8) 15-minute Hosted Meetings with Participating Sponsor Groups as part of the Hosted Program. Shoptalk may provide complimentary Event tickets and travel/hotel allowances to these individuals in its sole discretion.
ii. “Participating Sponsor Groups” are those Event sponsor organizations (which may be one or more divisions, sales teams, marketing departments or other groups of an organization) who are enrolled in the Hosted Program pursuant to a fully executed Shoptalk sponsorship agreement (“Sponsorship Agreement”). A single organization may have one or more Participating Sponsor Groups in the Hosted Program.
Participating Sponsor Groups are included in the process of arranging Hosted Meetings with Hosted Retailers & Brands Attendees, which process is administered in the sole discretion of Shoptalk and may change from time to time. Sponsor’s Participating Sponsor Group’s shall be set forth in the Agreement Order. Each individual representing a Participating Sponsor Group in the Hosted Program shall be referred to hereunder as a “Participating Sponsor Group Meeting Representative”.
iii. “Meeting Times” are predetermined time slots for which Participating Sponsor Groups must be available. The Meeting Times are in the sole discretion of Shoptalk and will be provided to Participating Sponsor Groups. Meeting Times are subject to change upon written notification by Shoptalk. Shoptalk will notify Participating Sponsor Groups and/or Participating Sponsor Group Meeting Representatives of the specific times of their meetings within Meeting Times prior to the start of Shoptalk.
b. Hosted Meetings are priced as set forth in the Agreement Order (the price of each meeting being the “Price Per Meeting”) and the Participating Sponsor Group must pay in advance an amount equal to the Number of Meetings multiplied by the Price Per Meeting (“Meetings Payment Amount”) as set forth in the Agreement Order. Shoptalk has the right to increase the Price Per Meeting for additional purchases of Hosted Meetings in its sole discretion. Shoptalk will complete a post Event reconciliation to determine the number of “Completed Hosted Meetings” which shall be equal to the number of Hosted Meetings set forth in the Agreement Order (plus any meetings that take place at the Event between your Participating Sponsor Group Meeting Representatives and any Hosted Retailer & Brands Attendee outside of the Hosted Program) minus the total number of (a) Hosted Meetings that would have taken place but for the onsite absence of the corresponding Hosted Retailers & Brands Attendees (including late arrivals resulting in meetings less than 15 minutes in length), and (b) Hosted Meetings that would have taken place but a failure solely on our part to properly schedule such meeting in accordance with our Hosted Program terms and conditions. If the number of Completed Hosted Meetings multiplied by the Price Per Meeting is less than the Meetings Payment Amount, Shoptalk Commerce, LLC will provide a credit toward a future event owned or operated by us or our affiliates or a refund of the difference within 60 days following the Event (“Refund Payment Date”). For the avoidance of doubt, the Participating Sponsor Group shall be liable for Hosted Meetings that have not taken place due to the action or omission of the Participating Sponsor Group and such Hosted Meetings shall not be refunded.
c. Participating Sponsor Groups must provide relevant information and respond to Shoptalk’s requests by the deadlines expressly stated in our communications regarding the Hosted Program, including but not limited to: i. Providing the name and contact details for each primary point of contact at the Participating Sponsor Group, (each a “Sponsor Group Contact”), for all aspects of participation in the Hosted Program.
ii. Providing Participating Sponsor Group categorizations and descriptions, which may include company, group and/or product descriptions, and any other information required by Shoptalk limitations and guidelines.
iii. Providing the names and contact details for Participating Sponsor Group Meeting Representatives who will be taking the Hosted Meetings, including mobile phone numbers or other contact information which will be used to resolve any issues or lack of responses as well as any onsite communications deemed appropriate by Shoptalk.
iv. Participating Sponsor Groups and their Participating Sponsor Group Meeting Representatives must comply with Shoptalk’s Hosted Program rules and directives, including those set forth on Schedule 1 attached hereto (the “Hosted Meeting Rules and Directives”).
v. Shoptalk reserves the right in its sole discretion to determine the eligibility of participation in the Hosted Program by any organization or person, and may in its sole discretion terminate any organization or person from participating in the Hosted Program at any time and for any reason, including canceling any scheduled meetings and/or providing a refund of any Meetings Payment Amount as a result. Termination of a Participating Sponsor Group in the Hosted Program does not provide the Participating Sponsor Group with any rights to terminate any other part of this Agreement, nor does it provide any refund of the Sponsorship Fee.
vi. PARTICIPATING SPONSOR GROUP’S FAILURE TO COMPLY WITH THE HOSTED MEETING RULES AND DIRECTIVES, AS WELL AS ANY OTHER RULES THAT MAY BE ISSUED BY SHOPTALK REGARDING THE HOSTED PROGRAM MAY RESULT IN THE REDUCTION OR REMOVAL OF ANY REFUND OF THE SPONSORSHIP FEE AT OUR DISCRETION.
vii. Sponsor agrees that all personal information provided in connection with the Hosted Program will be collected, used and shared by Shoptalk to deliver the product and services included in the Hosted Program in accordance with the terms of our privacy policy, which can be found at https://hyve.group/privacy-notice/.
3. SPONSORSHIP PAYMENT TERMS.
Sponsor agrees to make payment in full of the Sponsorship Fee (which amount shall be non-refundable except as expressly set forth in Section 8 of this Agreement) immediately upon receipt of our invoice. All payments shall be net of all applicable taxes or other deductions. Payment of the Sponsorship Fee is a material condition of this Agreement, and Sponsor agrees that all rights granted to Sponsor will be suspended until such fee has been paid in full in accordance with this Section 3. We will not pay expenses or other costs you incur in relation to this Agreement unless expressly set forth hereunder. Sponsorship Fee is paid in United States Dollars. Please remit check payments to: Shoptalk Commerce, LLC, 605 3rd Ave 26th Floor New York, NY 10158. For wire transfers, Shoptalk’s bank details are: HSBC, ABA# 022000020, Account# 889028842.
4. INTELLECTUAL PROPERTY.
a. We grant to you, during the Term, and in accordance with the terms and conditions herein: i. The sponsorship benefits identified herein; and ii. A non-transferable, non-exclusive, royalty-free, non-sublicensable, limited license to use and display the Event name, logos and trademarks (the “Event Marks”) provided to you solely to promote your sponsorship of the Event; provided, however, that any such use (x) shall be appropriate and dignified and benefit our public image and otherwise be consistent with our brand guidelines provided to you from time to time, and (y) shall not reasonably be expected to have a material adverse impact, on our name, image, reputation, good will or any other legitimate business right or interest.
b. You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable license (solely in connection with the Event) to use and display your tradenames, trademarks service marks, logos, symbols, or other copyrighted or proprietary identifications (whether registered or not) (the “Sponsor Marks”) provided to us: i. During the Term to advertise, market, promote and administer the Event; and ii. Following the Term when used in any materials produced in connection with, related to, or arising from the Event and in any promotional, marketing, advertising or informational materials for similar events, as well as for archival purposes; provided, however, that if you request in writing that we reasonably remove your Sponsor Marks from any such materials that we are using for a commercial purpose following the Term, we will use commercially reasonable efforts to remove your Sponsor Marks from any such materials (for the avoidance of doubt this right shall expressly exclude any materials used for archival purposes).
c. All intellectual property rights in the Sponsor Marks, together with any goodwill therein, shall be solely and exclusively owned by you, and we shall not acquire any rights in the Sponsor Marks, including any developments or variations. All intellectual property rights in the Event Marks, together with any goodwill therein, shall be solely and exclusively owned by us and you shall not acquire any rights in the Event Marks, including any developments or variations.
d. All intellectual property rights in or arising out of the Event shall be owned by us, including but not limited to any rights accruing in the Event Marks, all end-user data and information collected in connection with the Event, and any films, videos, photographs, recordings, promotions, advertisements and/or other materials prepared or developed in connection with the Event or derived from the Event, and no further licenses, permissions, or payments are required for us to make use of such Event materials in any format, in any media, or for any purpose.
e. Neither party shall 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 the other party’s marks or do anything which will or may affect any registration of the other party’s marks. 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.
5. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
a. Sponsor represents and warrants that (i) it has executed this Agreement freely, fully intending to be bound by the terms and provisions contained herein, (ii) it has full corporate power and authority to execute, deliver and perform this Agreement, (iii) the person signing this Agreement on behalf of Sponsor has properly been authorized and empowered to enter into this Agreement by and on behalf of Sponsor, (iv) it is and shall at all times comply with all laws or regulations applicable to the subject matter of this Agreement, including the United States Foreign Corrupt Practices Act and any applicable economic and financial sanctions and trade embargos, export controls, and national security laws imposed, administered or enforced by the United States government, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom or the federal government of Canada, (v) this Agreement is a legal, valid and binding obligation of Sponsor enforceable against Sponsor in accordance with the terms and conditions contained herein, and (vi) that the Sponsor Marks do not infringe or otherwise violate the intellectual property rights of any third party.
b. Sponsor shall indemnify, defend and hold harmless us and our respective parent, affiliates, subsidiaries and their respective shareholders, partners, members, directors, officers, employees and agents from and against all claims, damages, losses, costs, expenses, demands or liabilities (including all reasonable legal fees and expenses) (“Claims”) arising out of or resulting from any third party claim: (i) related to the breach or non-performance of Sponsor of any of the provisions of this Agreement, (ii) related to the use of the Sponsor Marks under this Agreement, including any Claim that our use of the Sponsor’s intellectual property (including the Sponsor Marks) in accordance with the Agreement violates or infringes any intellectual property rights of any third party, (iii) related to any products or services of the Sponsor sold, offered, distributed and/or marketed to third parties by Sponsor and/or made available to anyone in connection with the Event and pursuant to this Agreement, or (iv) any grossly negligent or willful act or omission by Sponsor or any of its shareholders, partners, members, directors, officers, and agents with respect to the subject matter of this Agreement.
c. We shall indemnify, defend and hold harmless the Sponsor from and against all Claims arising out of or resulting from any third party claim: (i) related to our breach or non-performance of any of the provisions of this Agreement, (ii) related to our use of the Event Marks under this Agreement, including any Claim that Sponsor’s use of the Event’s intellectual property (including the Event Marks) in accordance with the Agreement violates or infringes any intellectual property rights of any third party, or (iii) any grossly negligent or willful act or omission by us or any of our shareholders, partners, members, directors, officers, employees and agents with respect to the subject matter of this Agreement.
d. The party seeking indemnification under this Agreement (“Indemnified Party”) shall give prompt notice to the other party (“Indemnifying Party”) of any Claim for which it intends to seek indemnification. The Indemnifying Party shall have the right to participate in and, at Indemnifying Party’s option, to control any defense, compromise, litigation, settlement or other resolution or disposition of such Claim. In no event shall the Indemnifying Party enter into any settlement of any claim that imposes financial obligations or restrictions on the Indemnified Party or constituting an admission of guilt or wrongdoing by the Indemnified Party without the prior written approval of the Indemnified Party.
e. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR (I) ANY AMOUNT IN EXCESS OF THREE TIMES (3x) THE SPONSORSHIP FEE AND (II) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR FOR LOSS OF REVENUE OR PROFIT IN CONNECTION WITH THE PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EVEN A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6. ADDITIONAL TERMS AND CONDITIONS.
a. All individuals attending Shoptalk under a Sponsor Ticket must register and be identified as a user of a Sponsor Ticket during the registration process. Sponsor Ticket registration must be completed no later than February 8, 2027. Sponsor Ticket registrations after this date cannot be guaranteed and may be rejected by us in our sole discretion. If, after registering, a registered user of a Sponsor Ticket cannot attend, or otherwise chooses not to attend, you may transfer the registration under the Sponsor Ticket to another individual in your organization; provided, however, that if the substituted individual was previously registered with a paid ticket, no refunds or reimbursements of any kind will be made for the ticket fees previously paid. For substitutions, please contact us with the new attendee’s name and contact information no later than February 12, 2027. Substitutions will not be granted after this date. You are solely responsible for ensuring that your Sponsor Tickets are registered and used in accordance with our terms. In no event will you be entitled to any fees, payments, reimbursements or credits of any kind in the event that any Sponsor Ticket is not properly registered or not used. In addition, Sponsor Tickets are inclusive of any support personnel attending only part of the Event (other than booth setup personnel who are present only to assemble your booth prior to the opening of the exhibit hall and who will not remain on the premises beyond that time). No complimentary or discount pricing will be provided for support personnel, other than a Sponsor Ticket if you choose to allocate a Sponsor Ticket for this purpose. For the avoidance of doubt, all individuals attending the Event with, for, or on behalf of Sponsor, including those who attend just a portion of the Event, must purchase tickets and pay the correct rate applicable to them (unless such individuals qualify for and register under a Sponsor Ticket). NO INDIVIDUAL WILL BE ALLOWED PAST THE SHOPTALK CHECK-IN AREA OR ACCESS TO THE EVENT AREA WITHOUT A SHOPTALK BADGE IN HIS/HER/THEIR NAME.
Please plan accordingly in setting up meetings within the Event area (including in any exhibit or meeting space specifically reserved for you).
b. Without limitation of the representations and warranties contained in Section 6(a) above, Sponsor represents and warrants to Shoptalk that Sponsor will comply with all applicable data protection and privacy laws in connection with Sponsor’s collection, storage, and use of personal data in connection with this Agreement and the Event.
c. Neither your sponsorship nor sponsorship level is exclusive in any way. Accordingly, we reserve the right to enter into multiple sponsorship agreements at your level or any level within our sole discretion, regardless of the competitive or potentially competitive nature of the sponsors.
You acknowledge that your competitors may have sponsorships, including at your sponsorship level.
d. Sponsorships do not include any costs of materials, production or labor (for branding initiatives, design, signage, booths, or any other purpose) all of which shall be exclusively borne by Sponsor unless expressly stated in the Agreement Order and agreed to by us.
e. Except for the rights expressly granted by Shoptalk to Sponsor under this Agreement, without our express prior written approval Sponsor shall not associate themselves with Shoptalk and the Event. Without limiting the foregoing, Sponsor shall not undertake (or permit any third party to undertake) any marketing, promotion, or advertising activities on the premises where the Event is taking place (including, any adjacent campuses that are under common control with such premises) (currently anticipated to be Mandalay Bay and the surrounding campus) during the five (5) day period before and after the commencement of the Event.
7. INSURANCE.
Sponsor and its independent contractors, at their sole expense, shall obtain and maintain during the Event insurance coverage and provide Shoptalk or any of its affiliates and the Event venue with a certificate of insurance (reasonably acceptable to Shoptalk) and applicable additional insured endorsements at least thirty (30) days prior to use of the premises as follows: (a) Worker’s Compensation Insurance as required by local or state law; (b) Employers’ Liability Insurance in minimum limits of $1,000,000 per occurrence; (c) Commercial General Liability Insurance (including but not limited to blanket contractual liability and personal and advertising injury coverage) with minimum limits of at least $1,000,000 in any one occurrence and $3,000,000 in the aggregate; (d) Personal Property Insurance on all personal property in the care, control or custody of an insured party, including coverage for all risks (including theft). All insurance policies shall be endorsed to provide thirty (30) days prior written notice of cancellation, non-renewal or reduction in coverage. If Sponsor fails to procure such insurance, or deliver such certificates, we may procure, at our option, the same, and the cost thereof shall be paid by you within five (5) days after deliver by us to Sponsor of any bills covering such insurance costs borne by us.
8. TERMINATION; CANCELLATION.
a. At any time following the execution of this Agreement, in the event Sponsor determines it no longer wants to sponsor the Event, Sponsor may provide written notice to us (a “Termination Notice”) and terminate this Agreement, with such termination effective immediately upon our receipt of such Termination Notice, provided, however, (i) if a Termination Notice is received by us less than ninety (90) days prior to the Event, you will be obligated to pay us 100% of the total Sponsorship Fee, (ii) if a Termination Notice is received by us at any time during the period commencing on the date that is one hundred twenty (120) days prior to the Event and ending on the date that is ninety (90) days prior to the Event, you will be obligated to pay us 75% of the total Sponsorship Fee, (iii) if a Termination Notice is received by us at any time during the period commencing on the date that is one hundred eighty (180) days prior to the Event and ending on the date that is one hundred twenty-one (121) days prior to the Event, you will be obligated to pay us 50% of the total Sponsorship Fee, and (iv) if a Termination Notice is received by us more than one hundred eighty (180) days prior to the Event, you will be obligated to pay us entitled to retain 25% of the total Sponsorship Fee.
For the avoidance of doubt, upon delivery of a Termination Notice under this Section 8(a), any unpaid portion of the Sponsorship Fee shall automatically accelerate and become due and payable, and until such amounts have been paid in full, Sponsor shall not be entitled to any refund in accordance with the foregoing.
b. We reserve the right to terminate this Agreement at any time and for any reason or no reason at our sole discretion, upon written notice to you, and upon which, based on your election, we would, unless prohibited by applicable economic or financial sanctions or trade embargos, export controls, or national security laws, refund you the Sponsorship Fee or apply such Sponsorship Fee towards a future event owned or operated by us or our affiliates.
c. In the event that the Event does not occur on the scheduled date for any reason, we may determine in our sole discretion to roll forward this Agreement to an alternative date so long as such date is within twelve (12) months of the scheduled date of the Event. We will provide Sponsor prior written notice of any such change within twelve (12) weeks of our notice to you that the Event has been rescheduled. Sponsor acknowledges and agrees that any such change shall not be deemed to be a breach of this Agreement; provided, however, in the event the Event is unable to be rescheduled within twelve (12) months, Sponsor may provide written notice to us and elect to have the Sponsorship Fee previously paid refunded to Sponsor, which refund will be Sponsor’s sole and exclusive remedy under this Agreement.
9. FORCE MAJEURE.
Neither party shall be liable for any failure to fulfill its obligations under this Agreement due to causes beyond its control, including but not limited to, fire, earthquake, explosion or other casualty, riot, or civil commotion, act of government or governmental instrumentality (whether federal, state or local), war, act of terrorism, failure of performance by a common carrier, failure in whole or in part of third party technical facilities (e.g., an Internet hosting company), act of God, epidemic, pandemic or any other cause beyond the reasonable control of such party (a “Force Majeure Event”). For the avoidance of doubt, in the event a Force Majeure Event results in the cancellation of any Event, Sponsor shall not be required to pay any outstanding portion of the Sponsorship Fee not yet paid (if any).
10. CONFIDENTIAL INFORMATION. Each party agrees that all Confidential Information (as defined below) will be used only for purposes of this Agreement, and will not be disclosed by the receiving party, its agents, representatives, or employees without the prior written consent of the disclosing party. The receiving party shall permit access to Confidential Information only to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. The restrictions on the use or disclosure of any Confidential Information shall not apply to any such Confidential Information that was required by law to be disclosed in response to a valid order by a court or other governmental body; provided, however, that, to the extent legally permissible, the receiving party shall provide the disclosing party with prior written notice of such disclosure in order to permit such disclosing party to seek confidential treatment of such Confidential Information. As used herein, the term “Confidential Information” means any material or information disclosed by one party to the other that is marked or otherwise identified as confidential at the time of disclosure, or which given facts and circumstances under which such information is disclosed, should reasonably be considered confidential and proprietary. Notwithstanding anything herein to the contrary, Confidential Information shall not include material or information which the receiving party can demonstrate by dated written records: (i) is generally available to the public without breach of this Agreement by the receiving party, its agents, representatives, or employees; (ii) was rightfully in the receiving party’s possession prior to disclosure to it by the disclosing party; (iii) was independently developed by the receiving party without use of or reference to any of the disclosing party’s Confidential Information; or (iv) was rightfully received by the receiving party from a third party without a duty of confidentiality. The receiving party agrees that the disclosing party may suffer immediate and irreparable harm in the event any Confidential Information is used or disclosed in a manner not permitted by this Agreement. In the event of a breach or the threatened breach of the provisions of this Agreement, the disclosing party shall be entitled to seek injunctive relief restraining the receiving party from such breach or threatened breach and to enforce the provisions herein. Nothing herein shall be construed as prohibiting the disclosing party from pursuing any other remedy against the receiving party on account of such breach or threatened breach. Neither party shall publish any other public statements (e.g., press release) regarding this Agreement without the other party’s approval, such approval not to be unreasonably withheld, condition, or delayed (it being understood that general press releases regarding the event and listing Event sponsors and attendees (including Sponsor and Sponsor Marks) shall be permitted).
11. GOVERNING LAW.
This Agreement, the legal relations between the parties and the adjudication and enforcement thereof shall be governed by and interpreted and construed in accordance with the substantive laws of the State of New York (excepting only those conflict of laws provisions which would serve to defeat the operation of New York substantive law). If any dispute between the parties arises out of any matter governed by this Agreement, each party will first attempt in good faith to reach a settlement through confidential negotiation. Thereafter, any action arising under or relating to this Agreement may only be brought in the federal courts of the United States located in the State of New York, and the parties hereto hereby submit to the jurisdiction of those courts. The parties further hereby consent to waive any rights to trial by jury.
12. MISCELLANEOUS.
a. Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between the parties with respect to the Event and supersedes all prior agreements or understandings, whether written or verbal, relating thereto. The parties confirm that they have not entered into this Agreement on the basis of any representations that are not expressly stated herein. This Agreement may be executed in counterparts (including by facsimile or electronic signature), which taken together shall constitute one original Agreement.
b. Survival. The obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 10, 11 and 12 of this Agreement shall survive expiration or termination of this Agreement.
c. Amendment. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written amendment to this Agreement signed by the parties hereto. For avoidance of doubt, no additional obligations of any kind (including without limitation any obligation to provide exclusivity within a sponsorship level) may be imposed on us as a result of verbal agreements, sponsor requests, course of dealing, or anything else other than a written and signed amendment to this Agreement.
d. Severability; Waiver. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, then such provision shall be deemed to be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating or rendering unenforceable the remaining portions of this Agreement. Failure by a party at any time to require performance by the other party of any obligations shall in no way affect the right to require full performance any time thereafter, and a waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other provisions. Any waiver of any right under this Agreement must be in writing by the waiving party to be enforceable.
e. Independent Contractors. The relationship of each of the parties hereto shall be that of independent contractors, and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between them.
f. Event Quality. We in no way represent ourselves as the guarantor of the quality of the Event or any materials produced in connection therewith.
g. Time of the Essence. With respect to all dates and time periods set forth or referred to in this Agreement, time is of the essence.
h. Assignment. Sponsor may not assign this Agreement in whole or in part without our prior written consent. Any purported assignment or delegation by Sponsor without our prior written consent is void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns.
i. Notice. All notices required under this Agreement will be in writing and delivered by (i) personal delivery, (ii) overnight courier delivery, (iii) facsimile transmission or electronically confirmed document attached to an email message to the respective party at the address set forth herein. All notices sent via email must be sent to [email protected].
Schedule 1
Shoptalk’s Hosted Program Rules and Directives
a. All Participating Sponsor Group Meeting Representatives must register as attendees with sponsor tickets or as paid attendees at the prevailing rate available. Tickets are not included in the Hosted Program unless separately purchased in a Sponsorship Agreement.
b. Participating Sponsor Groups and Participating Sponsor Group Meeting Representatives must:
• Be available for all Meeting Times.
• Select a minimum of four (4) times the number of meetings you have purchased for the number of Hosted Retailers & Brands Attendees for potential meetings that you would like to have
• Add meetings for Hosted Meetings to their calendars.
• Arrive for Hosted Meetings at the Hosted Area no later than the times designated by Shoptalk.
• Be prepared for the Hosted Meetings, including knowing the time and table number assigned to each Hosted Meeting.
• Notify Shoptalk onsite of any Hosted Retailer & Brand Attendee who is not present for a Hosted Meeting.
• Be available for all Meeting Times.
• Arrive for Hosted Meetings at the Hosted Area no later than the times designated by Shoptalk.
• Notify Shoptalk onsite of any Hosted Retailer & Brand Attendee who is not present for a Hosted Meeting.
c. Participating Sponsor Groups and Participating Sponsor Group Meeting Representatives must NOT do the following, which may result in termination from the Hosted Program (and/or any subsequent Shoptalk, Shoptalk or Retail Meetup hosted programs):
• Contact any of the Hosted Retailers & Brands Attendees with whom they have Hosted Meetings prior to the event (unless they have also come into contact with those Hosted Retailers & Brands Attendees in the ordinary course of business unrelated to the Hosted Program).
• Bring anyone to a Hosted Meeting or the Hosted Area other than the Participating Sponsor Group Meeting Representatives.
• Exceed the allotted 15 minutes scheduled for the Hosted Meetings either by starting the Hosted Meeting early or by staying late.
• Cancel participation in a Hosted Meeting to which they have agreed--an alternate Participating Sponsor Group Meeting Representative (must be registered with a sponsor pass or paid ticket) can be substituted.
• Enter the Hosted Area outside of Meeting Times.
• Approach Hosted Retailers & Brands in the Hosted Area with whom they do not have Hosted Meetings.
• Change the scheduled time or location of their Hosted Meetings.
• Contact any Hosted Retailers & Brands Attendees who do not show up for their Hosted Meeting.
d. The Participating Sponsor Group Meeting Representatives must each complete a feedback survey following Shoptalk, providing specific evaluations for each meeting. Failure to provide feedback by the Refund Payment Date will delay any required refund until feedback has been completed.
