2024 IMPACT Sustainability Virtual Conference Terms & Conditions
Below is a copy of the IMPACT24 Terms & Conditions that sponsors will be asked to sign at checkout when they purchase their sponsorship.
HOSTING AN NAEM IMPACT24 REGIONAL EVENT TERMS AND CONDITIONS
These are the terms and conditions (this “Agreement”) governing your registration to host an in-person live event for the IMPACT24 Sustainability Impact Series Conference on September 18, 2024 (the “Event”),
being held in coordination with The National Association for Environmental, Health & Safety, and Sustainability Management (“NAEM”). By registering as a Host you agree to these terms, which form a binding legal contract
between NAEM and you (“you,” “your,” or “Host”). If you are registering on behalf of an entity or organization, you represent and warrant that you have authority
to bind that entity or organization to this Agreement.
1. INTRODUCTION.
2. DEFINITIONS.
Unless otherwise clearly required by the context, when used in this Agreement, the following terms will have the following described meanings:
“Force Majeure Event” means in relation to any party any extraordinary circumstances beyond its reasonable control, such as serious fire, storm, and/or flood, earthquake, explosion, acts of a public enemy, war, insurrection, terrorist act or threat of terrorist act, sabotage, epidemic, or pandemic, but for the avoidance of doubt does not include either the Host being unable to fulfill its obligations under this Agreement as a result of a lack of funds or being or becoming insolvent.
“Intellectual Property” refers to any and all of NAEM’s trademarks, service marks, trade names, logos, color schemes, designs, and related commercial material, symbols, and Program Material, whether or not registered by NAEM, and all goodwill related thereto, associated with the products, or any other business, products and services of NAEM.
“Program Material” means any and all advertising, educational, promotional or other material supplied by NAEM, in or on any media or platform, in connection with the Event.
“Venue” means the whole of the facility, which throughout the Event shall be controlled by the Host, including but not limited to the main conference area, technical areas, car parking facilities, and any other areas to which guests will frequent or are admitted, and all other areas necessary for the Event, and as the context may require.
3. APPOINTMENT.
4. HOST RESPONSIBILITIES.
5. INTELLECTUAL PROPERTY RIGHTS.
6. FEES.
7. CANCELLATION / RESCHEDULING OF EVENT.
The parties acknowledge and agree that the Event may be abandoned, cancelled, or rescheduled. In the event of any change to the Venue and/or the Event dates, the parties shall provide written notice to each other and to the guests of such change as soon as reasonably practicable and no later than Friday, August 16, 2024. If the Event is cancelled, curtailed, abandoned, or rescheduled, or the Venue is changed, as a result of Force Majeure or otherwise, the Host agrees that it shall not, under any circumstances, seek to recover any form of compensation from NAEM and hereby waives any and all rights, which it may have at any time to seek any compensation or reimbursement from NAEM resulting from the cancellation, curtailment, abandonment, or rescheduling of the Event.
8. TERM; TERMINATION.
This Agreement shall take effect upon your registration and shall continue, unless terminated earlier in accordance with this Agreement, for a period of 1 month after the Event. Either party may terminate this Agreement at any time 30 days prior to the date of the event by giving written notice to the other party.
9. REPRESENTATIONS AND WARRANTIES.
The Host represents and warrants to NAEM that it has the full right, power, and authority to enter into and perform its obligations under this Agreement and its performance of this Agreement will not breach any other agreement or obligation (including any law, regulation, license provision, order, judgment or decree) by which it is bound.
10. DISCLAIMERS.
11. LIMITATION OF LIABILITY.
You expressly acknowledge and agree that NAEM shall not, under any circumstances, be liable to you for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or in connection with the event and your obligations as a host, including but not limited to, any and all losses related to covid-19, attendance of the event or lack thereof, cancellation of the event, consumption of alcohol at the venue, or any other losses whether based on breach of contract, breach of warranty, tort (including negligence, or any other pecuniary loss) whether or not host has been advised of the possibility of such damages. Under no circumstances shall NAEM be liable to you for any amount.
12. INDEMNIFICATION; RELEASE.
You shall indemnify, defend, and hold NAEM, its officers, employees, agents, contractors, representatives, and affiliates harmless from and against all claims, damages, losses, and expenses (including reasonable attorneys' fees and other litigation expenses) (“Claims”) arising out of or related to the Event and your obligations as a host. You irrevocably and unconditionally release and covenant not to sue or pursue any claim against NAEM and its subsidiaries, its officers, employees, agents, contractors, representatives, and affiliates, for any and all damages, liabilities, causes of action, judgments, and Claims which may arise in connection with the Event and your obligations as a host.
13. MISCELLANEOUS.
1. INTRODUCTION.
- NAEM is a nonprofit corporation, tax exempt under Section 501(c)(6) of the Internal Revenue Code, dedicated to empowering corporate leaders to advance environmental stewardship, create safe and healthy workplaces, and promote global sustainability.
- In connection with the Event, NAEM has produced the Program Material that will be distributed to the Host in accordance with this Agreement.
- The Host is a member of NAEM and by registering as a Host indicates its desire to promote, organize, and stage the Event pursuant to the terms and conditions set forth in this Agreement.
2. DEFINITIONS.
Unless otherwise clearly required by the context, when used in this Agreement, the following terms will have the following described meanings:
“Force Majeure Event” means in relation to any party any extraordinary circumstances beyond its reasonable control, such as serious fire, storm, and/or flood, earthquake, explosion, acts of a public enemy, war, insurrection, terrorist act or threat of terrorist act, sabotage, epidemic, or pandemic, but for the avoidance of doubt does not include either the Host being unable to fulfill its obligations under this Agreement as a result of a lack of funds or being or becoming insolvent.
“Intellectual Property” refers to any and all of NAEM’s trademarks, service marks, trade names, logos, color schemes, designs, and related commercial material, symbols, and Program Material, whether or not registered by NAEM, and all goodwill related thereto, associated with the products, or any other business, products and services of NAEM.
“Program Material” means any and all advertising, educational, promotional or other material supplied by NAEM, in or on any media or platform, in connection with the Event.
“Venue” means the whole of the facility, which throughout the Event shall be controlled by the Host, including but not limited to the main conference area, technical areas, car parking facilities, and any other areas to which guests will frequent or are admitted, and all other areas necessary for the Event, and as the context may require.
3. APPOINTMENT.
- NAEM hereby grants to you, and you accept, subject to the terms, conditions, and obligations of this Agreement, a limited, non-exclusive, and non-transferrable license to use the Program Material solely in connection with the Event. NAEM may revoke this license at any time in the event of a cancellation of the Event or your violation of the terms of this Agreement. You will not, and will not permit any person, directly or indirectly, to modify, alter, redistribute, or create other derivative works of the Program Material.
- You must at all times comply with your obligations under this Agreement and must continuously use your best efforts to promote and operate the Event. You shall utilize all Program Material solely in connection with the Event, in accordance with the methods prescribed by NAEM. In connection with the promotion of the Event, you agree and consent to NAEM’s use of your name and location of the Venue in connection with NAEM’s promotional material.
- You acknowledge that the contents, and in particular the Program Material, are confidential and agree, unless disclosure is required by law, to take whatever measures are reasonably necessary to preserve such confidentiality. The duties of the parties hereunder shall survive the expiration or earlier termination of this Agreement.
4. HOST RESPONSIBILITIES.
- Host a Regional Event in connection with the virtual IMPACT program at a venue of suitable size to accommodate the guests.
- Ensure that the venue complies with all local, county, and state zoning ordinances, and offers adequate seating for all guests.
- Actively promote and market the Regional Event by sending a minimum of six emails (or other correspondence) to your marketing lists encouraging guests to sign up via a NAEM website link which shall be made available on your website. All emails promoting the event should include NAEM’s logo and be pre-approved by NAEM to ensure emails follow NAEM’s branding standards, such approval not to be unreasonably conditioned or delayed.
- As recommended by NAEM, provide food and beverage for all guests on the day of the Event, at your sole discretion, cost, and expense. Alcohol may also be served at your discretion, provided that all guests shall be limited to 2 drinks per guest, and you otherwise comply with all local, county, and state laws regarding serving and consumption of alcohol at the venue.
- Provide all necessary and adequate audio and visual equipment for the recorded and/or virtual program content as well as to facilitate the live discussions.
- Emcee the onsite experience by managing Event check-ins and logistics, and facilitating the live discussions.
- Use all NAEM branded Program Material, marketing material, and any provided scripts, and follow guidance with respect to break-out session facilitation, and opening and closing remarks.
- Ensure all COVID-19 measures currently recommended by the CDC in connection with hosting a live event are in place and strictly followed.
- Ensure that you have sufficient, suitable, and qualified personnel to enable you to meet your obligations under this Agreement.
5. INTELLECTUAL PROPERTY RIGHTS.
- The Host hereby acknowledges and agrees that it shall not acquire any ownership or intellectual property rights with respect to the Program Material or any other Intellectual Property relating to the Event (including, for the avoidance of doubt, the Event, and the Event logos), which shall remain vested in NAEM. The Host shall do all acts and execute all documents necessary in order to ensure that all such rights remain vested in, or are assigned to, NAEM.
- Upon expiration or termination of this Agreement, the Host shall cease and desist any and all use of the Program Material and other Intellectual Property owned by NAEM and any adaption thereof and shall return or destroy all tangible copies thereof and destroy all digital copies thereof.
6. FEES.
- Host agrees to pay the $950 non-refundable registration fee due at the time of signing on as an Event sponsor.
- Any other costs or expenses incurred by the Host in connection with the Event or in connection with the performance of your obligations under this Agreement shall be borne solely by you.
7. CANCELLATION / RESCHEDULING OF EVENT.
The parties acknowledge and agree that the Event may be abandoned, cancelled, or rescheduled. In the event of any change to the Venue and/or the Event dates, the parties shall provide written notice to each other and to the guests of such change as soon as reasonably practicable and no later than Friday, August 16, 2024. If the Event is cancelled, curtailed, abandoned, or rescheduled, or the Venue is changed, as a result of Force Majeure or otherwise, the Host agrees that it shall not, under any circumstances, seek to recover any form of compensation from NAEM and hereby waives any and all rights, which it may have at any time to seek any compensation or reimbursement from NAEM resulting from the cancellation, curtailment, abandonment, or rescheduling of the Event.
8. TERM; TERMINATION.
This Agreement shall take effect upon your registration and shall continue, unless terminated earlier in accordance with this Agreement, for a period of 1 month after the Event. Either party may terminate this Agreement at any time 30 days prior to the date of the event by giving written notice to the other party.
9. REPRESENTATIONS AND WARRANTIES.
The Host represents and warrants to NAEM that it has the full right, power, and authority to enter into and perform its obligations under this Agreement and its performance of this Agreement will not breach any other agreement or obligation (including any law, regulation, license provision, order, judgment or decree) by which it is bound.
10. DISCLAIMERS.
- You are soley responsible for the success of the event, and shall not receive any guidance, advice, or direction from NAEM in connection with hosting the event, except as provided in this agreement.
- All program material is provided on an "as is" basis with all faults. To the maximum extent permitted by applicable law, NAEM disclaims any and all representations and warranties relating to (i) the program material provided by NAEM, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or non-interference; and/or (ii) the attendance at or the success of the event.
11. LIMITATION OF LIABILITY.
You expressly acknowledge and agree that NAEM shall not, under any circumstances, be liable to you for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or in connection with the event and your obligations as a host, including but not limited to, any and all losses related to covid-19, attendance of the event or lack thereof, cancellation of the event, consumption of alcohol at the venue, or any other losses whether based on breach of contract, breach of warranty, tort (including negligence, or any other pecuniary loss) whether or not host has been advised of the possibility of such damages. Under no circumstances shall NAEM be liable to you for any amount.
12. INDEMNIFICATION; RELEASE.
You shall indemnify, defend, and hold NAEM, its officers, employees, agents, contractors, representatives, and affiliates harmless from and against all claims, damages, losses, and expenses (including reasonable attorneys' fees and other litigation expenses) (“Claims”) arising out of or related to the Event and your obligations as a host. You irrevocably and unconditionally release and covenant not to sue or pursue any claim against NAEM and its subsidiaries, its officers, employees, agents, contractors, representatives, and affiliates, for any and all damages, liabilities, causes of action, judgments, and Claims which may arise in connection with the Event and your obligations as a host.
13. MISCELLANEOUS.
- Relationship of the Parties. The parties agree that this Agreement does not, and will not, be construed as or constitute an agency, partnership, or joint venture between the two parties.
- Severability. If any court of competent jurisdiction finds any provision of this Agreement unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remainder of this Agreement will continue in full force and effect.
- Governing Law. This Agreement will be governed by the laws of the District of Columbia.
- No Waiver of Rights by NAEM. NAEM’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral, relating to such subject matter.