Event Sponsorship Terms & Conditions
Last Updated: April 21, 2021
Thank you for choosing to sponsor a Mindbody Event (the “Event”). As an event sponsor (“Sponsor”) you agree to be bound by these Event Sponsorship Terms & Conditions (the “Agreement”). This Agreement is effective (“Effective Date”) on the date you accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through an Order Form).
This Agreement is a binding legal agreement between you and the applicable Mindbody Entity indicated in the table below (“Mindbody”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you” and “your” in this Agreement are referring to that entity. You and Mindbody are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
|If you are domiciled in:||The Mindbody Entity is:|
|Australia or New Zealand and their respective territories||MINDBODY Australia Pty Ltd, an Australian proprietary limited company|
|United Kingdom or Isle of Man||MINDBODY, Ltd., a private limited company registered in England and Wales|
|United States and its territories, and all other countries||MINDBODY, Inc., a Delaware corporation|
The Parties agree as follows:
1. Sponsor Obligations
- 1.1. Sponsor shall not sublet or share the space assigned to them without prior written approval from Mindbody.
- 1.2. Sponsor personnel are restricted to owners and full-time employees of Sponsor. Other authorized representatives of Sponsor must be approved by Mindbody in writing at least 30 days prior to the Event Start Date.
- 1.3. Sponsor shall obtain Mindbody’s prior written approval for all social media mentions of Mindbody or Sponsor participation in the Event. Such approval requests shall be sent to Mindbody at the following: [email protected]
- 1.4. Sponsors and Sponsor personnel shall abide by the relevant Code of Conduct for the specific Event and venue they attend, including the Mindbody Code of Conduct for Online and In-Person Events.
- 1.5. Sponsor’s sponsorship and attendance of the Event is at the Sponsor’s own risk.
- 1.6. Sponsor represents and warrants that Mindbody has permission to use any material provided to Mindbody by Sponsor in accordance with this Agreement and any Order Form and Mindbody’s use thereof in accordance with the Agreement and any Order Form will not infringe, misappropriate, or otherwise violate any right of any third party.
2. Mindbody Obligations
Mindbody will provide Sponsor with the benefits and privileges associated with your sponsorship as described in materials provided to you by Mindbody.
Unless otherwise stated on an Order Form, Sponsor shall pay the fees due to Mindbody for the sponsorship package and any additional items or add-ons purchased under this Agreement (the “Sponsorship Fees”) as follows: (1) fifty percent (50%) of the Sponsorship Fees within thirty (30) days following execution of an Order Form or completion of the Checkout process; and (2) the remaining fifty percent (50%) of the Sponsorship Fees during the month before the Event Start Date, provided, however, that in all cases, all payments are due prior to the Event Start Date.
- 4.1. Cancellation notices under this Section 4 must be received in writing by Mindbody at [email protected].
- 4.2.If the Sponsor cancels its participation in the Event after the Effective Date, the Sponsor shall pay to Mindbody as liquidated damages the following:
Advance Written Notice Liquidated Damages Amount Greater than thirty (30) days prior to the Event Start Date Fifty percent (50%) of the Sponsorship Fee Less than thirty (30) days prior to the Event Start Date One hundred percent (100%) of the Sponsorship Fee
- 4.3. The Parties intend that the Liquidated Damages constitute compensation, and not a penalty. The Parties acknowledge and agree that the harm caused by a Sponsor’s cancellation would be difficult to accurately estimate as of the Effective Date, and that the liquidated damages are a reasonable estimate of the anticipated or actual harms that might arise from Sponsor’s cancellation.
- 4.4. Upon receipt of cancellation notice, Mindbody shall have sole discretion to resell any sponsorship item(s) or level(s) forfeited. For the sake of clarity, Mindbody is not required to mitigate its losses in such an event, and the Liquidated Damages shall remain payable even where Mindbody is able to resell the sponsorship item(s) or level(s).
- 4.5. Should Mindbody elect to cancel the Event, Mindbody shall, at its sole discretion, either: (a) provide Sponsor with a credit for the amount paid which can be applied towards a different Mindbody event; or (b) refund the amount paid.
- 5.1. Subject to Mindbody complying with the terms of this Agreement, the Sponsor grants Mindbody a non-exclusive, non-transferable, royalty-free, revocable, worldwide right and license, for the period of time between the Effective Date and three hundred sixty (360) days after the end of the Event, to use the Sponsor trademark, trade name, proprietary logo or other branding, solely for the purpose of reasonably promoting, marketing and advertising the Event and the Sponsor’s participation in the Event.
- 5.2. Subject to the Sponsor complying with the terms of this Agreement, Mindbody grants the Sponsor a non-exclusive, non-transferable, royalty-free, revocable, worldwide right and license for the period of time between the Effective Date and ninety (90) days after the end of the Event, to use the Event trademark, trade name, proprietary logo or other branding, solely for the purpose of reasonably promoting, marketing and advertising its participation in the Event.
6. Intellectual Property
Any and all Event content, including but not limited to photos, videos, slides or papers, are considered property of Mindbody. Sponsor may post or disseminate photos and video clips up to one minute in length; any video clips exceeding one minute in length and all other materials require prior written approval from Mindbody.
- 7.1. Sponsor shall indemnify, defend and hold harmless, Mindbody and its officers, directors, employees, agents, affiliates, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by Mindbody (collectively, “Losses”), arising out of or related to any third-party claim alleging:
- 7.1.1. breach or non-fulfillment of any provision of this Agreement by Sponsor or Sponsor’s personnel;
- 7.1.2. any negligent or willful act or omission of Sponsor or its personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement;
- 7.1.3. any bodily injury, death of any person or damage to real or tangible personal property caused by the negligent or willfull acts or omissions of Sponsor or its personnel (including any reckless or willful misconduct); or
- 7.1.4. any failure by Sponsor or its personnel to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under this Agreement.
- 7.2. Mindbody shall give notice to Sponsor (a “Claim Notice”) within thirty (30) days after obtaining knowledge of any Losses or discovery of facts on which Mindbody intends to base a request for indemnification. Mindbody’s failure to provide a Claim Notice to Sponsor does not relieve Sponsor of any liability that Sponsor may have to Mindbody, but in no event shall Sponsor be liable for any Losses that result directly from a delay in providing a Claim Notice, which delay materially prejudices the defense of the related third-party claim. Sponsor’s duty to defend applies immediately, regardless of whether Mindbody has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.
- 7.3. Notwithstanding anything to the contrary in this Agreement, Mindbody may select its own legal counsel to represent its interests, and Sponsor shall:
- 7.3.1. reimburse Mindbody for its costs and attorneys’ fees immediately upon request as they are incurred;
- 7.3.2. remain responsible to Mindbody for any Losses indemnified under this Agreement; and
- 7.3.3. Sponsor shall give prompt written notice to Mindbody of any proposed settlement of a claim that is indemnifiable under this Agreement. Sponsor may not, without Mindbody’s prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder.
8. Disclaimer of Liability
Mindbody specifically disclaims liability for any indirect, incidental, special or consequential damages, even if Mindbody has been advised of the possibility of such damages. In no event shall Mindbody be liable for any death, injury, loss or damage suffered by any person. Mindbody is not liable for losses from arising acts or omissions of third parties such as hotel companies, transport operators or technical or mechanical service providers. Mindbody’s total liability hereunder for any cause, regardless of the form of action, shall be limited to the Sponsorship Fees paid by Sponsor for the Event.
9. California Civil Code Sec on 1542 Waiver
Sponsor expressly acknowledges and agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Sponsor hereby waives any right which Sponsor has or may have under Section 1542, or any similar statute or regulation of the state in which Sponsor is based or resides, to the full extent that Sponsor may lawfully waive such rights pertaining to this general release of claims.
10. Postponement, Force Majeure
- 10.1. Mindbody may cancel and/or change the date and/or venue of the Event in the event of causes beyond the reasonable control of Mindbody, including but not limited to acts of God, war, fire, flood, terrorism, labor disputes, viral outbreaks, and governmental acts including mandated lockdowns or prohibitions on large gatherings (each a “Force Majeure Event”). Mindbody shall not be liable for any Force Majeure Event and shall have no obligation to refund sums paid by Sponsor in connection with its participation in the Event.
- 10.2. If the Sponsor elects to postpone its attendance of any Event due to public health concerns, any amounts paid to Mindbody under this Agreement will be transferred to sponsorship or registration fees for another Event at Mindbody’s sole discretion.
11. Waiver and Severability
No waiver of any provision of this Agreement by Mindbody will be effective unless in writing and signed by Mindbody. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, 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 remaining provisions of this Agreement will remain in effect.
Any notices provided by Mindbody under this Agreement may be delivered to you to the email address(es) we have on file for your account. You hereby consent to receive notice from Mindbody through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to Mindbody under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to MINDBODY, Inc., Attn: Mindbody Customer Support, 4051 Broad Street, Suite 220 San Luis Obispo, CA 93401, with a copy to MINDBODY, Inc., Attn: Mindbody Legal Department, 4051 Broad Street, Suite 220 San Luis Obispo, CA 93401.
13. Confidentiality, Privacy
- 13.1. Confidential Information shall mean any information which reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. In the event that Sponsor receives, has access to or is exposed to Mindbody Confidential Information, Sponsor will not disclose any such Confidential Information to any third party and will not use such Confidential Information for any purpose other than to carry out its obligations under this Agreement. Sponsor will protect any such Confidential Information with no less than reasonable care. Further, Sponsor will promptly notify Mindbody if it becomes aware of any breach of these confidentiality obligations.
The Sponsor may not assign, transfer or delegate to a third party, any of its rights or obligations under this Agreement.
15. Governing Law
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. All actions arising out of or relating to this Agreement will be heard and determined exclusively by the Superior Court of the State of California for the County of San Luis Obispo or the western division of the United States District Court for the Central District of California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
16. Electronic Communications and Signatures
You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
17. Entire Agreement
This Agreement constitutes the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.