Last Modified: September 27, 2024
This Event Sponsorship Agreement (“Agreement”), between you (“Sponsor”) and Stripe, along with the relevant event sponsorship order form (“Sponsorship Order Form”), together form the terms of your sponsorship of the Stripe event identified in the Sponsorship Order Form (the “Event”).
Sponsor and Stripe agree as follows:
1. Sponsorship Benefits. Stripe will provide Sponsor with the sponsorship benefits in relation to the Event that correspond to the sponsorship level stated in the Sponsorship Order Form (the “Sponsorship Benefits”).
2. Payment of Sponsorship Fee. Stripe will invoice Sponsor for the sponsorship fee related to the Event (“Sponsorship Fee”) and any applicable Taxes, and Sponsor will pay the Sponsorship Fee and any applicable Taxes, on the earlier of (a) the date specified in the invoice; and (b) 30 days prior to the date of the Event.
3. Taxes. The Sponsorship Fee is exclusive of Taxes. If applicable, Stripe may charge and Sponsor will pay all applicable taxes imposed by any governmental authority, including sales and use taxes, value-added taxes (or equivalent transaction taxes) that Stripe is legally obligated to apply to the Sponsorship Fee (“Taxes”). Sponsor may provide Stripe with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Stripe will not charge or collect the Taxes covered by such certificate
4. Term. This Agreement commences on the effective date of the Sponsorship Order Form and, unless terminated earlier, will expire on the later of (a) the completion of the Event; and (b) when Stripe has provided Sponsor with all the Sponsorship Benefits.
5. Code of Conduct. Sponsor and its agents will comply with the Stripe Event Code of Conduct and the Stripe Event Sponsorship Policy.
6. Use of Logo and Marks. Sponsor grants to Stripe and its affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use Sponsor’s name and logo to identify Sponsor as a sponsor of the Event and to provide the Sponsorship Benefits. Nothing in this Agreement or any Sponsorship Order Form assigns or transfers ownership of any of either party’s intellectual property rights to the other party or any third party.
7. Termination by Stripe. Stripe may terminate this Agreement or any Sponsorship Order Form for any reason by providing written notice to Sponsor. If Stripe terminates this Agreement other than as a result of Sponsor’s material breach, Stripe will refund any Sponsorship Fee already paid by Sponsor under the relevant Sponsorship Order Form. If Stripe terminates this Agreement or any Sponsorship Order Form as a result of Sponsor’s material breach, then (a) any unpaid Sponsorship Fee under the relevant Sponsorship Order Form will become immediately due and payable; (b) Sponsor will forfeit any Sponsorship Fee already paid to Stripe under the relevant Sponsorship Order Form; and (c) Stripe will have no further liability to Sponsor under this Agreement or the relevant Sponsorship Order Form.
8. Termination by Sponsor. Sponsor may terminate this Agreement or any Sponsorship Order Form by providing Stripe with written notice in accordance with the Sponsorship Order Form. If Sponsor terminates this Agreement or any Sponsorship Order Form as a result of Stripe’s breach, then (a) Stripe will refund any Sponsorship Fee already paid by Sponsor under the relevant Sponsorship Order Form and (b) Stripe will have no further liability to Sponsor under this Agreement and the relevant Sponsorship Order Form.
9. Confidentiality. Each party will protect and keep confidential any confidential information disclosed to it by the other, use it only in relation to the Event and the provision by Stripe of the Sponsorship Benefits, and not disclose it to any third party without the disclosing party’s consent.
10. Collection of Personal Data. If Sponsor collects or receives personal data relating to Event attendees, Sponsor must comply with all applicable laws, including without limitation, data protection and privacy laws regarding the collection, use, disclosure and storage of personal data.
11. Representations and Warranties. Each party represents and warrants to the other that (a) it has the authority to enter into this Agreement and any Sponsorship Order Form and be bound by their terms; and (b) it will comply with all applicable laws in relation to the Sponsorship Benefits and the Event. In addition Sponsor represents and warrants that the materials Sponsor displays, distributes or uses in relation to the Event do not include any false, misleading or unsubstantiated claims, infringe or misappropriate any third party rights, including without limitation, intellectual property and publicity rights and do not otherwise violate applicable laws.
12. Insurance. Each party will maintain insurance or self-insurance to cover any claims or liabilities that may reasonably arise in relation to its obligations under this Agreement and will provide evidence of that insurance on request.
13. Indemnification. Sponsor will defend Stripe, its affiliates, and each of their employees, directors, agents, representatives and contractors (“Stripe Parties”) against any claim, demand, government investigation, or legal proceeding made or brought by a third party (“Claim”) and indemnify and hold Stripe Parties harmless against all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by Stripe Parties arising from or relating to (a) Sponsor’s damage to the premises where the Event is held and any real or personal property, or personal injury to any person, directly or indirectly caused by Sponsor or its agents; (b) Sponsor’s collection and use of personal data in relation to the Event; (c) Sponsor’s failure to comply with any applicable laws, ordinances, guidelines or regulations; (d) materials Sponsor displays, distributes or uses in relation to the Event; and (e) Stripe’s use of any of Sponsor’s materials or marks in accordance with this Agreement.
14. Limitation of Liability - Indirect Damages. Except to the extent arising from (a) a breach of confidentiality obligations under this Agreement; (b) a party's indemnity obligations arising under this Agreement; or (c) a party’s gross negligence, willful misconduct or fraud, neither party will be liable for incidental, exemplary, special, punitive, indirect or consequential damages (including lost opportunities or profits) arising out of or related to this Agreement or a Sponsorship Order Form, even if the parties have knowledge of the possibility of such damages and whether or not such damages are foreseeable.
15. Limitation of Liability - General Damages. Each party’s cumulative liability for any and all causes of action, claims and damages in connection with this Agreement will not exceed the total Sponsorship Fee payable under the applicable Sponsorship Order Form. This limitation will not apply to (a) breaches by either party of its data protection or confidentiality obligations under this Agreement; (b) either party’s indemnification obligations under this Agreement; or (c) a party’s gross negligence, willful misconduct or fraud.
16. Survival. The following will survive termination of this Agreement (a) provisions that by their nature are intended to survive termination (e.g., Sponsor’s obligation to pay the Sponsorship Fee); (b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the term remains unchanged after the Agreement terminates.
17. Waivers. To be effective, a waiver must be in a writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
18. Severability. If any court or governmental authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
19. Force Majeure. Neither party will be liable for any loss or damage to the other party, or delays in performance, to the extent caused by a force majeure event, but the affected party (a) is excused from performance only to the extent of the delay the force majeure event caused; and (b) must promptly notify the other party of the force majeure event and use all reasonable efforts to minimize the delay.
20. Assignment. Neither party may assign or transfer any obligations or benefit under this Agreement without the other party’s consent, except that either party may, without the other’s consent, assign and transfer this Agreement, including any of its rights and obligations under this Agreement, to any affiliate. Any attempt to assign in violation of the foregoing sentence will be void in each instance. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their permitted assigns.
21. Governing Law. The laws of the state of California will govern this Agreement, unless all Events stated in the Sponsorship Order Form are located in (a) the European Economic Area, Switzerland or the United Kingdom, in which case the laws of Ireland will govern this Agreement, or (b) Asia-Pacific, in which case the laws of Singapore will govern this Agreement, in each case without giving effect to its conflicts of law principles.
22. No Partnership or Agency. Nothing in this Agreement is intended to, nor will be deemed to, establish any partnership, joint venture, or agency relationship between any of the parties, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
23. Notices. All notices, consents, authorisations, and approvals under this Agreement must be given in English in writing by email (a) if to Stripe, sent via email to sessions-sponsor@stripe.com, and (b) if to Sponsor, to the email address of the event contact stated in the Sponsorship Order Form.
24. Conflict. If any term in this Agreement conflicts with a term in any Sponsorship Order Form or other terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is (a) this Agreement; (b) the applicable Sponsorship Order Form; and (c) any term incorporated by reference into this Agreement. If Stripe provides a translation of the English language version of this Agreement or the Sponsorship Order Form, the English language version will control if there is any conflict.
25. Modifications. Stripe may modify all or any part of this Agreement at any time by posting a revised version but the terms of this Agreement as of the effective date of any Sponsorship Order Form apply to that Sponsorship Order Form. Except as this Agreement otherwise allows, this Agreement may not be modified except in a writing signed by the parties.
26. Entire Agreement. This Agreement and the applicable Sponsorship Order Form constitute the entire agreement and understanding of the parties with respect to the Sponsorship Benefits, and supersede all prior and contemporaneous agreements and understandings.