1. Entire Agreement. This order (“Order”) contains the entire agreement between the entity identified in the signature block above (“Sponsor”) and InsideSales.com, Inc. (“IS”) with respect to the Sales Acceleration Technology Summit (“Summit” or “Event”) to be held on September 12, 2014. By signing this Order, you acknowledge that you have read, understand, and agree to the terms of this Order.
  2. Billing. All fees stated herein (“Sponsorship Fee”) are due within 30 days of execution of this Order, or, if earlier, the date of the Event. If payment is not received within 30 days, IS reserves the right to resell the sponsorship. All payments must be made prior to sponsoring at the Event.
  3. ISDC Responsibilities. InsideSales.com will provide Sponsor with a 30 minute speaking session, a virtual booth in the expo hall, and access to the registration list.
  4. Sponsor Responsibilities. Sponsor will provide ISDC with content (“Content”) (e.g. video, catalog information, product information) for Sponsor’s booth at least five business days prior to the Event. Sponsor will not take any action that jeopardizes the ability of ISDC to efficiently host the Event and post Event services. Such actions include posting Content that is unlawful, infringing, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable. Furthermore, Sponsor agrees to promote the Summit via email distribution, blog posting, and social network channels.
  5. Release. Sponsor grants to IS the right to interview Sponsor, its employees or agents, and record, reproduce and publish such interview, in whole or in part, to photograph Sponsor, its employees or agents, or otherwise record their image, both in still and motion pictures, and record their voice, by any means now known or hereafter to be discovered, (together, the “Content”) together with the exclusive, irrevocable, perpetual right to use and duplicate such images of Sponsor, its employees or agents, in any formats, and reproduce their voices, separately or in synchronization with such images for any non-defamatory purpose which may include, among others, advertising, promotion, marketing and packaging for any product or service. Sponsor agrees that the Content may be combined with other images, text, graphics, film, audio, audio-visual works; and may be cropped, altered or modified. Sponsor waives the opportunity or right to inspect or approve of the uses to which the Content may be put. All copies of images, likenesses and voices created or recorded by IS are IS’s sole property, including any and all prints, negatives, or other source material depicting the same. Sponsor acknowledges that the copyright to any performance by Sponsor, its employees or agents, recorded by IS will be owned exclusively by IS for the term of such copyright, all such rights in and to such performances having been transferred by Sponsor to IS hereby.
  6. Sponsorship Cancellation. IS must receive written notification from Sponsor of any cancellation. Sponsor must pay IS a cancellation fee equal to 50% of the total Sponsorship Fee if it cancels its participation in the Event no fewer than 12 weeks prior to the Event. If written notice of cancellation is received by IS any time after 12 weeks prior to the Event, the Sponsor must pay IS a cancellation fee equal to 100% of the total Sponsorship Fee. All cancellation fees are nonrefundable. IS will credit any deposits made by Sponsor against the cancellation fee. If Sponsor does not notify IS of cancellation and fails to set up by 5 p.m. on the day before the Event begins, IS will consider the space canceled and Sponsor will be responsible for the entire Sponsorship Fee in accordance with the cancellation policy. In such event, IS may use the allocated space in any way it deems appropriate.
  7. Cancellation or Change of Event. IS may, at any time in its sole discretion, change the Event date or cancel the Event. In such an event, IS’s sole responsibility and liability to Sponsor shall be to (a) notify Sponsor as far in advance as feasible of such changes or cancellation, and (b) in the event that the Event is canceled, or Sponsor cannot attend the Event during the rescheduled time period, to refund all deposits previously paid by Sponsor with respect to such Event. Should IS terminate the Event pursuant to the provisions of this section, Sponsor hereby waives any claim for damage arising there from.
  8. Intellectual Property. For the limited purpose of publication in or promotion of the Event, Sponsor hereby grants IS a perpetual fully paid-up license in Sponsor’s name, logo, and any other information Sponsor submits for the limited purpose of publication in or promotion of the Event.
  9. Indemnity. Sponsor agrees to indemnify and hold harmless IS, its directors, officers, employees, and agents from and against all claims, losses, expenses, liabilities and damages, arising out of or relating to any breach of this Order by Sponsor or the negligence or willful misconduct of Sponsor, its employees, agents or representatives in performing this agreement or otherwise in connection with the Event.
  10. Limitation of Liability. IS shall not be liable for any indirect, incidental or consequential damages, or damages for loss of profits, revenue, data, or use incurred by Sponsor, whether in an action in contract or tort, even if IS has been advised of the possibly of such damages. IS’s liability for damages hereunder shall in no event exceed the amount of fees paid by Sponsor under this Order. IS makes no representations or warranties to Sponsor, including, without limitation, the number of participants who will attend the event or whether such event is an effective method of marketing for Sponsor.
  11. Governing Law & Venue. This Order and any disputes arising hereunder shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Utah, without regard to its conflict of laws principles. Any dispute under this Order shall be brought exclusively in the state and federal courts within the State of Utah. Each Party hereby irrevocably consents and submits to the exclusive jurisdiction of such courts. Each Party specifically waives any right to trial by jury in any court in connection with any action or litigation.
  12. No Partnership or Agency. Nothing in this Order is intended to, or shall deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
  13. Successors and Assigns. In the case of the acquisition or change of ownership of Sponsor, the rights and obligations under this Order, including but not limited to, payment obligations shall inure to the benefit of the successor or acquiring entity.
  14. Severability. In the event that one or more of the provisions of this Order is invalid or otherwise unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the enforceability of remaining provisions will be unimpaired.
  15. No Waiver. No failure to exercise or enforce any right or provision of this Order, nor any waiver of any default or breach of this Order by either Party will be deemed to imply or constitute a waiver of any other default or breach of this Order by either Party, whether of a similar nature or otherwise.

IN WITNESS HEREOF, the Parties execute this Order and approve the fees and other terms and conditions set forth above.