Crossbeam Event Sponsorship Terms

These Crossbeam Event Sponsorship terms (the “Agreement”) are between Crossbeam, Inc. and the company identified in the sponsorship order form (the “Order” as defined below). This Agreement governs your sponsorship of the Events, as defined below. Execution of the Order by the company named in the Order constitutes the acceptance of this Agreement on behalf of the company named in the Order and its parent and affiliate companies. This Agreement is effective as of the date of last signature of the Order. The parties agree as follows:

The defined terms used in this Agreement with initial letters capitalized have the meanings given below, or as set out elsewhere in this Agreement:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Event Sponsorship Agreement, that incorporates by reference, the Crossbeam Events Code of Conduct and any additional terms incorporated by reference and additional terms as mutually agreed in writing by the parties and attached from time to time including the Order.

“Code of Conduct” means the Crossbeam Events Code of Conduct located at https://www.crossbeam.com/supernode22/crossbeam-event-code-of-conduct.

“Confirmation Email” means an email from Crossbeam to Sponsor confirming sponsorship of an Event at a specified Sponsorship Level.

“Effective Date” means the date of the Confirmation Email in connection with the first Order subject to this Agreement.

“Event” means the following events organized by Crossbeam: Supernode, Connector Summit and other conferences or other events as added by Crossbeam from time to time pursuant to an Order.

“Order” means, collectively, the Event Sponsorship Application and Order originated by Crossbeam. By entering into an Order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Crossbeam” means Crossbeam, Inc.

“Sponsor” means the party sponsoring an Event, as described in the applicable Order and confirmed by Crossbeam via a Confirmation Email.

“Sponsorship Benefits” means the benefits Sponsors will receive.

“Sponsorship Fee” means the fee for sponsorship and the benefits as described in the applicable Order.

“Sponsorship Level” means the sponsorship level for which Sponsor has been confirmed to participate at an Event via a Confirmation Email.

“You or “Your” means the company named above together with its Affiliates which have signed Orders.

From time to time, You may execute and submit an Order to request sponsorship (“Sponsorship”) of an Event. Each Order incorporates the terms of this Agreement, except to the extent stated otherwise in the Order. To the extent of any conflict between this Agreement and any Order, the terms of this Agreement will govern. Upon confirmation of Sponsorship of an Event by a Confirmation Email from Crossbeam to You, the Order You executed will be deemed an agreement between You and Crossbeam in relation to the Event described in the Order. You understand and agree that You are not a Sponsor unless you’ve entered into an Order. Crossbeam will have no obligations to You, if You are not selected as Sponsor of an Event. By submitting an Order for an Event and by requesting to be considered for Sponsorship at a specific Sponsorship Level, You agree that You are obligated to participate at the highest Sponsorship Level that You have selected and that Crossbeam has confirmed acceptance of via a Confirmation Email. By executing this Agreement, neither party nor their Affiliates are obliged to enter into any Order.

Term. The Term of this Agreement will commence on the Effective Date and will end on completion of the latest Order, unless earlier terminated by either party in accordance with the terms of this Agreement. Each Order begins on the date the Confirmation Email is sent from Crossbeam and continues until all obligations under the Order have been performed.

Termination of an Order by Sponsor. Sponsor will be liable for 100% of the Sponsorship Fees, which are non-refundable regardless of the reason for termination by Sponsor. Sponsor’s failure to occupy the Space (as defined below) at the commencement of an Event will constitute termination of the Event Sponsorship by Sponsor, for which Sponsor will be 100% liable.

If Sponsor wishes to terminate an Order, Sponsor must send notice of termination in writing via email to the Crossbeam notice contact specified in the applicable Order, and to legal@crossbeam.com. Termination notice may also be sent via certified mail, return receipt requested, with a copy to attention: General Counsel, Crossbeam, Inc. 1315 Walnut Street, Suite 300, Philadelphia, PA 19107.

Termination of Agreement by Crossbeam. Crossbeam may immediately upon written notice terminate this Agreement, in whole or in part, with or without cause. In the event of termination of the Agreement by Crossbeam for convenience, Crossbeam’s sole liability and exclusive remedy to any of the parties under this Agreement will be a refund of the Sponsorship Fee prepaid fees for any Orders terminated by Crossbeam in the notice of termination.

Upon termination of the Agreement for cause, Crossbeam may terminate all existing Orders governed under this Agreement. Sponsors will pay all unpaid Sponsorship Fees of all Orders in effect as of the date of termination. For purposes of clarity, in no event will termination of the Agreement for cause relieve any Sponsor of its obligations to pay any Sponsorship Fees payable to Crossbeam. All such Sponsorship Fees will be paid no later than thirty (30) days after the date of notice of termination.

Cancellation of an Event or Termination of an Order by Crossbeam. Crossbeam reserves the right to cancel an Event or terminate an Order, or any portion thereof, for any reason at any time upon written notice to Sponsor. In the event of a cancellation of an Event or termination of an Order without cause, Crossbeam’s sole liability to Sponsor, and Sponsor’s exclusive remedy, will be a refund of the Sponsorship Fee prepaid prior to notice of such cancellation or termination.

Upon cancellation of an Event or termination of an Order by Crossbeam for cause, including but not limited to, Sponsor’s breach of the Agreement or Sponsor’s failure to pay the Sponsorship Fee in full, Sponsor will not be entitled to, and Crossbeam will not pay Sponsor, any refund of any Sponsorship Fees paid as of the date of cancellation or termination. In no event will cancellation or termination relieve Sponsor of its obligations to pay any Sponsorship Fees payable to Crossbeam.

Sponsor understands and agrees that, if during an Event, Sponsor engages in, hosts or sponsors a Prohibited Activity (as defined below) Crossbeam may in its sole discretion terminate the Agreement as it pertains to Sponsor or any of its Affiliates and exclude Sponsor and its Affiliates from the Event and any other Events without a refund to any Sponsor or Affiliate. Prohibited Activities include, but are not limited to: (i) sharing of Event badges, (ii) Sponsor hosting a meeting or function (including, without limitation, formal sessions and food/entertainment events that: (x) conflict with the Event’s daily schedule, (y) target Event attendees or (z) which Sponsor charges Event attendees to attend or participate. Any violation of the foregoing, including use of Crossbeam Marks, Event messaging or otherwise in connection with the Prohibited Activities shall constitute a material breach by Sponsor.

For all Events, except as otherwise agreed to in writing by Crossbeam, Sponsor will pay the Sponsorship Fee for the sponsorship and benefits as described in the applicable Order within thirty (30) days of the invoice date, which invoice may be provided by a third party vendor of Crossbeam. In the event that You are confirmed as a Sponsor of an Event less than thirty (30) days before the Event start date, the invoice will be due upon receipt.

If Sponsor has not paid the Sponsorship Fee in full in accordance with the terms set forth above, Sponsor may not participate in the Event, unless otherwise agreed by Crossbeam in writing or email, and remains liable to Crossbeam for the full Sponsorship Fee. Only the following forms of payment will be accepted: direct debit, or bank transfer payable to Crossbeam, Inc. No credit card payments will be accepted.

An Event is scheduled for the location, date and time specified in the applicable Order. Sponsor acknowledges and agrees that Crossbeam may, at any time, reschedule the location, date, time, and/or logistics of an Event. Crossbeam will attempt to notify Sponsor of any such changes as far in advance as possible, provided that no such scheduling change will be deemed a cancellation by Crossbeam. If Sponsor wishes to cancel its Sponsorship of such Event, Crossbeam will have no obligation to refund to Sponsor any portion of the Sponsorship Fee prepaid by Sponsor prior to Sponsor’s cancellation of its Sponsorship. Crossbeam will notify Sponsor, in advance of the Event, the dates, times and logistics for load- in, set up, breakdown and load out, to which Sponsor will adhere, unless Sponsor is otherwise notified by Crossbeam.

If applicable, Crossbeam will assign Sponsor an exhibit space (“Space”) according to Crossbeam’s internal booth queue policies, which among other things may include, in Crossbeam’s sole discretion and without limitation, such factors as the amount of Sponsorship Fees committed by the Sponsor and when the Sponsor’s Order was confirmed by a Confirmation Email. If Sponsor selects booth space and cancels any portion of their sponsorship investment, Sponsor will forfeit the selected Space and move to the bottom of the booth queue. Crossbeam reserves the right, in its sole discretion, to change the location, size, layout, and arrangement and display restrictions of the Space. Sponsor purchases only the right to exhibit and market within the confines of the Space. Distribution of marketing materials outside the Space is strictly prohibited. Sponsor also agrees to abide by any terms or requirements of the venue or exhibit space. Crossbeam reserves the right, but not the obligation to review and approve all Sponsor materials to be displayed, distributed or used by Sponsor in connection with its Sponsorship of the Event (“Sponsor Materials”). Upon request, Sponsor agrees to provide any such Sponsor Materials for Crossbeam’s prior review and written approval. Parties understand and agree that Crossbeam’s review or approval of any such materials does not limit the Indemnified Parties (as defined below) right to indemnification.

Crossbeam’s provision of the Space includes only the items set forth in the applicable Order. Sponsor agrees to abide by the Code of Conduct.

Sponsor agrees not to use any trademarks, trade names, logos, slogans or other intellectual property owned by Crossbeam, its Affiliates or subsidiary companies (“Crossbeam Marks”), except as permitted in advance by Crossbeam in writing. If such permission is granted, Sponsor will comply with any guidelines provided by Crossbeam. In its sole discretion, Crossbeam may withhold or withdraw permission to display items or distribute souvenirs, advertising or any other material containing the Crossbeam Marks. Sponsor may not issue any announcement or press release regarding the Event, or Sponsor’s Sponsorship of the Event, without the prior written consent of Crossbeam.

Sponsor will not state or imply that its products or services are endorsed by Crossbeam or its Affiliates or subsidiary companies and no approval by Crossbeam of any of Sponsor’s content or participation in the Event will be deemed an endorsement.

Sponsor authorizes Crossbeam to record Sponsor’s participation in the Events (e.g., presentations), including participation by Sponsor’s personnel, agents or representatives, and create transcriptions and derivative works therefrom in any medium. Sponsor authorizes Crossbeam to use, reproduce, excerpt, copyright, translate, distribute, transmit, and publicly perform any such recordings, transcriptions or derivative works in connection with the Events.

You represent and warrant that: (i) You have the authority to enter into this Agreement and to bind Your Parent and Affiliate companies to the terms of this Agreement; (ii) Your participation in the Event will not violate any other agreement or understanding between You and a third party;(iii) Sponsor will reimburse Crossbeam for any losses Crossbeam incurs resulting from any damage to the personal property of, or any personal injury to, Crossbeam, the Event location owner (“Location Owner”), or any of their employees or contractors in connection with the Event; (iv) that no materials provided by Sponsor in connection with the Event will infringe or misappropriate any third party’s rights; (v) You will not, at any time, directly or indirectly, offer anything of value to a government official and (vi) that You will comply with all applicable laws, including but not limited to, Foreign Corrupt Practices Act and the United Kingdom Bribery Act.

You will indemnify and hold harmless Crossbeam, its parent, Affiliates and subsidiary companies (the “Indemnified Parties”) for and from any alleged or actual claim for any costs, losses, or fines, penalties, or expenses (including reasonable attorneys’ fees) arising from or related to: (i) any damages to real or personal property, or personal injury to any person, directly or indirectly caused by Your or Your employees, representatives, or contractors in connection with the Event; (ii) any failure to comply with any applicable laws, ordinances, rules, directives and regulations; and (iii) the Indemnified Parties use of any content provided by You. This provision will survive the termination or expiry of this Agreement.

The Sponsorship Benefits associated with each Sponsorship Level are specified in the applicable Order and event prospectus, attached or incorporated by reference into an Order, which Sponsor hereby acknowledges receiving and which is incorporated by reference into this Agreement. Only the relevant Sponsor under the applicable Order will receive the Sponsorship Benefits and only such Sponsor may enforce rights arising under the applicable Order. If Crossbeam decides in its sole discretion to provide Sponsor with any Event attendee, personal or registrant information (“Attendee Information”), Sponsor agrees it will not sell, rent, transfer, assign, lease or share the Attendee Information. Sponsor will treat the Attendee Information as confidential information and will comply with all applicable laws in use of the Attendee Information. Furthermore, Sponsor will indemnify the Indemnified Parties for any third party claims that may result from Sponsor’s use of the Attendee Information. Sponsor will not sell, rent, transfer, assign, lease or share any Sponsorship Benefits, including, but not limited to, access to galas, dinners or concerts without Crossbeam prior written approval.

NEITHER PARTY NOR THE EVENT LOCATION OWNER (“LOCATION OWNER”) SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT (INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS CONTRACT OR ANY TERMINATION OF THIS CONTRACT), TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE OTHER PARTY OR THE LOCATION OWNER HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE. IN NO EVENT, SHALL THE AGGREGATE LIABILITY OF CROSSBEAM TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED TWENTY-FIVE THOUSAND DOLLARS ($25,000).

Nothing in this Agreement is intended to, nor will be deemed to, establish any partnership, joint venture, or agency relationship between any of the parties, nor authorize any party to make or enter into any commitments for or on behalf of any other party.

Crossbeam may assign or delegate its rights and obligations under this Agreement in its sole discretion. Sponsor may not assign or delegate its rights and responsibilities under this Agreement to any person or entity without Crossbeam’s written permission.

You grant Crossbeam and its employees, agents, contractors, subcontractors or representatives permission to use, reproduce, combine with other works, and publish worldwide, in all media, Sponsor’s trademarks, product names or descriptions and logo(s) and any materials Sponsor provides for the purpose of or as result of Sponsor’s sponsorship of the Event, including, without limitation, posting on web-sites, or publishing in other print or electronic media, brochures, newsletters, advertisements, and magazines. Crossbeam may edit materials only as necessary to conform them to a given media, e.g., changing the size of an image, but will not modify Sponsor’s trademarks or logos in any other way without Sponsor’s prior written consent.

This Agreement is governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New York County, New York State and both parties submit to the personal jurisdiction of those courts.

Sponsor agrees to maintain, at its sole cost and expense, the following insurance coverages and shall cause each of its agents, independent contractors and subcontractors attending the Event to maintain the same coverage from an insurer with A.M Best rating of at least A- VII (or local equivalent): (a) Workers’ Compensation (or locally applicable social scheme) as required by law where Sponsor employs. Employer’s Liability insurance of not less than US$1,000,000 per employee and per accident; (b) Commercial General (or Public) Liability coverage of not less than US$1,000,000 per occurrence and US$2,000,000 in the aggregate. Where permitted by law, such policies shall contain a waiver of subrogation in favor of Crossbeam. The insurance coverage described in this section shall not limit Sponsor’s liability under the Agreement or by law. Upon request, Sponsor will provide certificates of insurance.

The Orders and the Event, are each confidential until publicly announced by Crossbeam. You may not disclose the existence of the Order to any third party without Crossbeam’s prior written consent. You hereby authorize Crossbeam to provide Sponsor’s contact information including address, phone number, fax number and primary logistics contact person information to the Crossbeam events and marketing team, and any Crossbeam vendor contracted to conduct work for the Event, as well as to the Location Owner and its employees, agents and contractors.

Crossbeam will not be liable in any manner whatsoever for acts of God, fires, strikes, accidents or other occurrences beyond its reasonable control, including but not limited to equipment failure (whether like or unlike any of those enumerated herein) that prevent Crossbeam from partially or completely performing its obligations hereunder.If there is a Force Majeure occurrence, Crossbeam may, in its discretion, reschedule the Event and will credit any Sponsorship Fees paid under an Order toward sponsorship of the rescheduled Event. If the Event is not rescheduled, Crossbeam’s sole liability to Sponsor, and Sponsor’s exclusive remedy, will be a refund of the Sponsorship Fee prepaid prior to notice.

No waiver of any provision by either party will constitute a waiver of any other provision nor will any waiver be enforceable unless it is in writing signed by the parties. It is the intent of the parties that if a court finds any provision of this Agreement to be unenforceable, all other provisions will remain enforceable.

Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested) or (c) one day after dispatch if by a commercial overnight delivery service. If to Crossbeam, notice must be provided to legal@crossbeam.com, or to Crossbeam, Inc., 1315 Walnut Street, Suite 300, Philadelphia, PA 19107, Attn: Legal Notice, with a copy to legal@crossbeam.com. If to you, Crossbeam may provide notice to the address you provided at registration. Either party may update its address with notice to the other party. Crossbeam may also send operational notices to you by email or through the Service.

This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.