These Sigma Event Sponsor Terms and Conditions (these "Terms") govern your registration for and participation in any conference or event hosted, organized, sponsored, or otherwise managed by Sigma Computing, Inc. ("Sigma") and all activities associated therewith ("Event(s)"). These Terms are an agreement between Sigma, its affiliates and subsidiaries, ("Sigma," "we," "us," or "our") and the entity sponsoring the Event ("you," or "your"). BY SUBMITTING THE SPONSORSHIP APPLICATION, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. BY SIGNING UP TO SPONSOR AN EVENT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, OR IF YOU ARE AN EMPLOYEE, CONTRACTOR OR AGENT OF AN ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT THAT ENTITY, (B) YOU HEREBY BIND THAT ENTITY TO THIS AGREEMENT AND REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO DO SO AND (C) THE WORD "YOU" OR "YOU" BELOW WILL REFER TO THAT ENTITY.

1. Sponsorship Packages

Each Event and related sponsorship packages and benefits ("Sponsorship") are more fully described in the signed application or online sign-up referencing this Agreement (the "Application").

2. Payment

You agree to pay all fees specified in the Application ("Fees"), on the terms specified in the Application. Except as otherwise stated in this Agreement, payments are non-refundable and payment obligations non-cancelable. Sigma reserves the right to prevent you from participating in the Event if you do not pay the applicable Fees in accordance with this Agreement. Fees do not include taxes, levies and duties, including for example, any sales, use, GST, value-added, withholding or similar transactional tax ("Taxes"). You are solely responsible for the payment of all Taxes, associated with its purchase and use of the Sponsorship, and are responsible for obtaining all licenses, permits, and approvals under local, state, or Federal law applicable to its activity at, and obtaining all tax identification numbers and paying all taxes, license fees, and other charges that become due to any governmental authority in connection with, the Event.

3. Use of Marks/Content; Marketing; Copyrights

You grant to Sigma and its affiliates a non-exclusive, worldwide royalty-free right to: (a) use your trademarks and logos in connection with the Event, including without limitation, promotional and marketing activities relating thereto and in any photographs or recordings of the Event and (b) to use, display and distribute any marketing materials or content you provide to Sigma in connection with the Event. Each party will retain ownership of their logos, trademarks and marketing materials, including any goodwill associated with their use. You may only use Sigma's name and logo to promote the event upon prior written consent from a VP or higher level representative of Sigma's marketing department (email will suffice).

You must not violate any copyrights with respect to writings, music, or other materials used by it at the Event or at any affiliated function, and you assume sole liability and responsibility for the use and display of all copyrighted materials at the Event, and must obtain any and all necessary licenses therefore. You will indemnify, defend, and hold harmless Sigma and our respective officers, directors, employees, agents, and representatives from and against all actions, causes of actions, claims, demands, liabilities, losses, damage, costs, and expenses of whatever kind and nature, which any one or each of them may sustain, incur, or become subject to, involving, arising from, or relating to, your breach of any of your obligations contained herein or the use of copyrighted materials at the Event or any affiliated function.

5. Your Information

You grant Sigma the right to provide your contact information, including your address, phone number, email address, and the business contact information of your designated contact person(s) and attendees, to Sigma's event, marketing, and partner teams, Sigma's affiliates and partners, and any vendor contracted to conduct work for this Event, as well as to the Event location provider and its employees, agents and contractors.

6. Attendee Lists

If Sigma or its affiliates provide you with a list of Event attendees or registrants containing personal information, as such term is defined under applicable data protection laws ("Personal Information"), in connection with the Event, you will use, transfer, or process the data solely for the purposes of marketing and selling your products and service to the Event attendees or registrants. You will not sell, share, or distribute such Personal Information. Further, you will ensure your subsequent processing of such Personal Information complies with all applicable laws and regulations including without limitation GDPR and the U.S. CAN-SPAM Act. You will provide any opt-out and/or disclosure information in the communications as may be required by applicable law. If you determine that you can no longer meet the forgoing obligations, you will immediately notify Sigma and cease to use, transfer, or otherwise process the Personal Information.

7. Limitation of Liability/Indemnity

Neither Sigma nor any of its officers, agents, employees, partners, affiliates, or other representatives, will be held liable for, and each is hereby released from any damage, loss, theft, harm, or injury to your person or property or that of any of your visitors, officers, agents, employees, or other representatives, resulting from your participation in the Event, licensing or use of exhibition space hereunder, or the failure of Sigma to make available the exhibit space or hold the Event, for any cause, including Sigma's or its officer's, agent's, employee's, partners, affiliates, or other representatives' negligence. You understand that neither Sigma nor its affiliates, maintains insurance covering your liability or property, and you are advised to obtain, at your sole expense, insurance for your display materials and products against loss or damage, and a public liability insurance against injury to the person or property of others. You must provide evidence of such insurance to Sigma upon request. It is understood that all your property is in your care, custody, and control in transit to, from, and within the confines of the Event, and neither Sigma, it's partners and affiliates, nor the Event location assumes any responsibility therefore. In no event will Sigma be liable to you or anyone claiming through you for incidental, consequential, special, or indirect damages, including lost profits, even if Sigma has been apprised of the possibility of such loss.

8. Cancellation; Changes

Sigma may cancel the Event at any time. In such event, Sigma will not be responsible for delays, damage, loss, increased costs, or other unfavorable conditions arising therefrom. Upon any such termination, Sigma may refund to you no more than a prorated amount of the Fees paid after deducting all expenses and reasonable compensation to Sigma. In no case will the amount of any refund exceed your total cost of participation actually paid. Sigma may change your Sponsorship at any time, however if changes to your Sponsorship are material, Sigma will promptly notify you of the change(s) and will make reasonable efforts to provide you a replacement of a similar nature, if requested by you. No changes in this Section will be deemed a cancellation by Sigma. You may not terminate your Sponsorship.

9. Recordings

You agree that you will not photograph or record (e.g., in audio or video) any aspect of the Event and will not take screenshots or screen recordings of any aspect of the Event without Sigma's prior written approval from a VP or high lever representative of Sigma's marketing department. If you do photograph, screen shot or otherwise record any part of the Event (including any materials in or presentations made during the Event) you may not use of any of such recordings without Sigma's prior express written approval from a VP or high lever representative of Sigma's marketing department.

10. Your Conduct

You, and each of your employees and representatives, will conduct yourselves in accordance with the highest standards of professionalism decency and good taste. Any displays at an Event must be admitted at the beginning of the Event and remain from day to day solely on strict compliance with this Agreement and any other rules and requirements provided by Sigma or its partners or affiliates managing the Event from time to time. Sigma reserves the right to reject, eject, or prohibit any display, in whole or in part, or any of your representatives or invitees, with or without cause. If you or any portion of your display is ejected for violation of applicable rules or for any other reason, no refund of Fees or payment by Sigma of other amounts will be made; under no circumstances will Sigma's liability for such ejection, rejection, or prohibition shall not exceed the return of the amounts paid hereunder minus any fees already used by Sigma to manage and provide the Event. You also agree to abide by all applicable laws, rules, and regulations and any terms or requirements of the event location provider or exhibit space.

11. General

Term

The term of this Agreement takes effect on the date of Sigma's acceptance of your Application ("Effective Date") and ends on completion of all obligations by the parties, unless earlier terminated per the terms of this Agreement. All terms and conditions herein shall survive any termination or expiration of this Agreement.

Amendment, Interpretation

Sigma will have full power in the enforcement and interpretation of all terms, conditions, and rules, and the power to make amendments and set further terms, conditions, and rules as it deems necessary and in the best interest of Sigma and/or the Event. The connectives "and" and "or" is constructed both conjunctively and disjunctively, the term "including" means including without limitation, and words in the singular include the plural, and words in the plural include the singular.

Agreement to Terms and Rules

You agree to observe and abide by the foregoing terms, conditions, and rules, and by such additional terms, conditions, and rules made by Sigma from time to time for the efficient and safe operation of the Event, all of which constitutes a part of this Agreement.

Entire Agreement

This Agreement and the Application contains the entire understanding of the Parties relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations, and warranties, both written and oral, regarding the subject matter.

Governing Law, Venue

This Agreement is governed by and construed under the laws of the of the state of California, without regard to their conflict of laws principles, and the parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in the County of San Francisco, California, provided however, Sigma will have the right to pursue claims against you in any other jurisdiction worldwide to enforce its rights under this Agreement or to enforce its intellectual property rights. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

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