DEFINITION: The Sponsor’s (Company/Organization listed on the first page of this application also known hereafter as “Sponsor” or “You,” or “Your”) participation in Healthapalooza 2024 (the “Event”) is subject to the following terms and conditions (“Agreement”), upon Sponsorship acceptance by LeClair. Notification of Sponsorship acceptance will be delivered to the Sponsor via email (“Confirmation Email,” confirming acceptance, the Sponsorship Level, and total dollar amount of Sponsorship commitment “Sponsorship Fee”).
TERM: The Term of this Agreement will commence on the date that the Confirmation Email is sent by LeClair (“Effective Date”) and end on completion of all obligations by the parties unless earlier terminated per the terms of this Agreement. Sponsorship shall commence after LeClair sends out the Confirmation Email, and the Sponsorship is guaranteed only after LeClair has received full payment of the Sponsorship Fee.
PAYMENT TERMS: LeClair will generate and deliver an invoice for the total amount of the Sponsorship Fee with the Confirmation Email sent to the Primary Logistic Contact and Billing Contact listed on the front page of this form. Sponsor agrees to pay in full the Sponsorship Fee within 45 days of the Effective Date, if Effective Date is on or before April 29, 2024. If Effective Date is after April 29, 2024, the Sponsor shall pay the Sponsorship Fee immediately upon Sponsorship confirmation from LeClair. LeClair accepts checks or credit cards as payment.
CANCELLATION BY SPONSOR: Sponsor shall assume that Sponsor is liable for the Sponsorship Fee once this application is submitted to LeClair for consideration. Sponsorship Fees are non-refundable regardless of the reason. If the Sponsor wishes to cancel all or part of this Agreement after full payment has been made, Sponsor acknowledges that Sponsor will forfeit any Sponsorship Fees already paid to LeClair.
CANCELLATION OR TERMINATION BY LECLAIR: LeClair reserves the right to cancel the Event, or any portion thereof, for any reason at any time upon written notice to the Sponsor. Upon written notice to Sponsor, LeClair may immediately terminate this Agreement, including Sponsor’s Sponsorship, with or without cause. Upon cancellation of the Event or termination by LeClair for cause, including, without limitation, Sponsor’s breach of this Agreement or Sponsor’s failure to pay the Sponsorship Fee in full, Sponsor will not be entitled to, and LeClair will not refund any Sponsorship Fee. In the event of any termination by LeClair without cause, LeClair’s sole liability to the Sponsor, and Sponsor’s exclusive remedy, will be a refund of any Sponsorship Fee paid prior to the notice of termination.
EVENT LOCATION AND TIME: The Event is scheduled for the location, date, and time specified in the Sponsorship Application. The Sponsor acknowledges and agrees that LeClair may, at any time, reschedule the location, date, time, and/or logistics of the Event. LeClair will attempt to notify the Sponsor of any such changes as far in advance as possible. Provided that no such scheduling change will be deemed a cancellation by LeClair and therefore, if the Sponsor wishes to cancel its Sponsorship, LeClair will have no obligation to refund the Sponsor any portion of the Sponsorship Fee pre-paid by Sponsor prior to Sponsor’s cancellation of Sponsorship. LeClair will notify the Sponsor in advance of the dates, times, and logistics for load-in, set up, breakdown, and load-out, to which the Sponsor will adhere unless otherwise notified by LeClair.
EXHIBIT SPACE: LeClair’s space provisions include only the items outlined in the Prospectus. The Sponsor is responsible for any goods or services not listed in the Prospectus, including any costs or expenses. LeClair will assign Sponsors an exhibit space (“Space”) in the following order: First priority of Space goes to the Platinum Sponsor, Second priority of Space goes to Gold Sponsors (in order of Effective Dates), Third priority of Space goes to Silver Sponsors (in order of Sponsorship Effective Dates). Fourth priority of Space goes to Exhibitors (in order of Effective Dates). LeClair reserves the right to assign exhibit space for any Sponsor. At its sole discretion, LeClair reserves the right to change the location, size, layout, arrangement, and display restrictions of the Sponsor’s space limits. Sponsor purchases only the right to exhibit and market within the confines of the Space. Distribution of marketing materials outside Your Space is strictly prohibited. The Sponsor also agrees to abide by any terms or requirements of the venue or exhibit space. LeClair 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 LeClair’s review and written approval.
EVENT SPACE RULES/RESTRICTIONS: Sponsor agrees to abide by any venue rules and regulations, which Sponsor hereby acknowledges receiving and which are incorporated by reference into this Agreement.
PERMISSION TO MARKET: Sponsor grants LeClair and its employees, contractors, or representatives permission to use, reproduce, combine with other works, and publish worldwide, during the Term of this Agreement, in all media, Sponsor’s trademarks, product names, or descriptions and logo(s) and any materials Sponsor provides as a result of Sponsorship of the Event, including, without limitation, posting on websites, or publishing in other print or electronic media, brochures, newsletters, advertisements, social media pages, and magazines. LeClair may edit materials only as necessary to conform them to a given media, such as changing the size of an image but will not modify the Sponsor’s trademarks or logos in any other way without the Sponsor’s prior written consent.
USE OF REGISTRATION LIST: If LeClair decides to provide Sponsor with any attendee, personal, or registrant information (“Registration List”), Sponsor will not sell, rent, transfer, assign, lease or share the Registration List. The Sponsor will treat the Registration List as confidential information and will comply with all applicable Privacy Laws in use of the Registration List.
LIMITATION OF LIABILITY: Neither LeClair nor the owners of the Event location (“Venue”) will be liable for any indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, or use, nor any punitive damages incurred by Sponsor, whether in an action in contract or tort, even if LeClair or the Venue have been advised of the possibility of such damages. Under no event will LeClair’s liability for any damages or claims arising out of this Agreement exceed the Sponsorship Fees paid by Sponsor under this Agreement.
INDEMNIFICATION: Sponsor will indemnify and hold harmless LeClair and any of its affiliated companies for and from any alleged or actual claim for any costs, losses, fines, penalties, or expenses (including reasonable attorneys’ fees) arising from or related to (1) any damages to real or personal property, or personal injury to any person, directly or indirectly caused by Sponsor or Sponsor’s employee or contractor in connection with the Event; (2) any failure to comply with any applicable laws, ordinances, rules, directives, and regulations (collectively “Laws”) and (3) any claim that LeClair’s use of any content provided by Sponsor infringes or misappropriates any third parties intellectual property, publicity, privacy, confidentiality or other right. Sponsor understands and agrees that LeClair’s approval or use of the Sponsor’s materials under no event will limit LeClair’s right to indemnification. This provision will survive the termination or expiration of this Agreement.
INSURANCE: 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 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 Liability coverage of not less than US $1,000,000 per occurrence and US $2,000,000 in the aggregate. Where permitted by law, insurance policies shall contain a waiver of subrogation in favor of LeClair. The insurance coverage described in this section shall not limit the Sponsor’s liability under the Agreement or by law. Upon request, Sponsor will provide certificates of insurance.
ACT(S) OF GOD: LeClair will not be liable in any manner whatsoever for acts of God, fires, strikes, national or regional disaster, pandemic, accidents, or other occurrences beyond its reasonable control, including but not limited to equipment failure that prevents LeClair from partially or entirely performing its obligations hereunder.
CHANGE OF CONFERENCE DELIVERY FORMAT: In the event that the conference may not be held as an in-person event due to any reasons described above under “ACT(S) OF GOD,” at its discretion, LeClair reserves the right to shift the format of the Event to a virtual form with reasonable notice to Sponsor. Sponsorships and/or booth fees may be renegotiated at the occurrence of the shift in format.
ENTIRE AGREEMENT: This Agreement constitutes the complete consensus between the parties and supersedes all prior agreements or representations, written or oral, concerning the subject matter hereof. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party.
