Sponsorship with Customer Education Laboratories (CELab) is governed by these terms and conditions (the “Terms”). The Terms are an integral part of any Sponsorship Agreement between CELab and the Sponsor listed in the Statement of Work. Any reference to the “Agreement” contained in the Statement of Work document or these Terms shall mean the Statement of Work document, these Terms, any documents referenced or incorporated by reference in any of them, and any later amendment or addendum to any of the foregoing.

  1. Sponsorship benefits are as listed in the Sponsorship Proposal and as specified in the Statement of Work.
  2. Podcasts
    1. .CELab podcasts typically run from 45 minutes to 1 hour in duration.
    2. Sponsor will have access upon request to registration and analytics for sessions upon request.
  3. Data Privacy. Under certain circumstances, CELab may provide the Personally Identifiable Information (PII) of event registrants and attendees to Sponsor. For the purposes of this Section, “Event” includes podcast, videos, and livestreams as well as potential webinar-formatted sessions. Under those circumstances, PII is provided solely for the purpose of event follow-up. Sponsor shall not send any messages or information to registrants or attendees that are obscene, threatening, defamatory, fraudulent, abusive, infringing, tortious or in violation of the CAN-SPAM Act or any other laws, including material that is harmful to children or violates third party privacy rights. Sponsor shall not share PII derived from participation in a CELab event with any third party.
    1. In cases where CELab provides to Sponsor the PII of registrants and attendees for events that Sponsor has sponsored, CELab warrants that it has received all of the necessary permissions or consents, based on the country where the data subject is located, which are required for Sponsor to process the PII for the purposes of outreach related to Sponsor’s sponsored session.
  4. Intellectual Property Rights. “Intellectual Property Rights” means all forms of intellectual property rights and protections, now known or hereafter established, that may be obtained for, or may protect information exchanged hereunder, which includes, but is not limited to, all right, title, and interest in U.S. and foreign patents and patent applications; trade secret and nondisclosure rights; copyrights; moral rights; and trademarks, service marks, trade names, product names, and brand names. Each party acknowledges and agrees that, as between the parties, each party is and shall remain the owning party and the sole and exclusive owner of all right, title, and interest in and to its own Proprietary Content and associated Intellectual Property Rights. Each party, as the non-owning party, acknowledges that it acquires no rights under this Agreement to the owning party’s Proprietary Content. Furthermore, each party represents and warrants that the information it provides the other party does not and will not violate the Intellectual Property Rights of any third party.
  5. Confidential Information
    1. Definition. Information disclosed by one party (“disclosing party”) to another (“recipient”) shall be deemed “Confidential Information” (i) if it is clearly marked as “Confidential Information,” or (ii) if disclosed orally, it is designated as Confidential Information at the time of disclosure and confirmed as such in writing within seven (7) days thereafter.
    2. Exclusions. Confidential Information shall not include information that (i) has become public knowledge through no fault of or action by either party; (ii) is known by the recipient at the time of disclosure; (iii) is independently developed by the other party after the date of the Agreement; (iv) is lawfully obtained from any third party which is lawfully in possession of such information and not in violation of any contractual or legal obligation with respect to such information; or (v) the disclosing party agrees in writing may be disclosed to the recipient.
    3. General. All written, digital, and oral Confidential Information communicated by one party to another, including the provisions of the Agreement, shall be held in strict confidence by both parties and be used only for purposes of executing the Agreement.
    4. Use. Except as set forth in this Section 5, neither party shall disclose Confidential Information received from the other party to any third party without the prior written consent of the other party, except as required by law or to comply with any regulatory or similar requirement. If either party is required to disclose any confidential Information of the other party under law, the party so required shall notify the other party immediately and shall co-operate in seeking a reasonable protective order.
    5. Protection. Both parties shall use commercially reasonable efforts to maintain the secrecy and confidentiality of Confidential Information disclosed to each by the other. Such efforts shall include, at a minimum, security measures and confidentiality procedures commensurate with those measures each party uses to protect and secure its own proprietary and confidential information.
    6. Return or Destruction. Recipient shall return to the disclosing party or destroy any Confidential Information in its possession upon written request of the disclosing party. Nothing in the Agreement, however, shall be deemed to preclude the recipient from preserving Confidential Information when such preservation is required by applicable law, including without limitation applicable law requiring the preservation of evidence relevant to a dispute.
    7. Restricted Information. Sponsor shall not provide CELab any information (i) that may not be disclosed to others pursuant to any restrictions under a confidentiality agreement or trade secret law, or (ii) in violation of any applicable law, including but not limited to export restrictions, privacy laws, or laws regulating the transfer of information or data concerning or comprising munitions or weapons (including without limitation International Traffic in Arms Regulations, 22 C.F.R. § 120-130 or equivalent foreign laws).
  6. Announcements. Upon receipt of a signed agreement, and only with Sponsor’s written consent, CELab (a) will publicly announce Sponsor’s partnership with CELab via e-mail, web, blog, social media, or other means of digital publication; and (b) shall have the right to use Sponsor’s name and logo on CELab’s website and other marketing materials for so long as Sponsor maintains an active partnership.
  7. Warranty. The benefits, including but not limited to the Deliverables specified in the Agreement, are provided “as is” and without warranty, and CELab hereby disclaims any and all warranties, whether express, implied or statutory, including without limitation, the warranties of merchantability, fitness for particular purpose and non-infringement. CELab further and specifically disclaims any warranty or representation regarding the accuracy, completeness or reliability of any information or analyses made available under this Agreement.
  8. Limitation of Liability. NEITHER SPONSOR NOR CELAB (OR IT’S PARENT COMPANY, SOFTWARE EDUCATION SOLUTIONS) SHALL BE LIABLE TO THE OTHER FOR, AND EACH HEREBY DISCLAIMS ANY AND ALL LIABILITY HEREUNDER FOR, ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST BUSINESS OR PROFITS, REGARDLESS OF WHETHER EITHER WAS INFORMED OF THE PROSPECT OF SUCH LOSS. THE PARTIES AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR DAMAGES TOTALING IN THE AGGREGATE AN AMOUNT IN EXCESS OF THE AMOUNT OF FEES SPONSOR HAS ACTUALLY PAID TO CELAB IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
  9. Indemnification. Each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party, its Affiliates, and their respective officers, directors, employees, and agents (collectively “Indemnified Parties”) against all claims, demands, suits, losses, damages, liability costs, actions, judgments, and expenses (including reasonable attorney’s fees) arising from or in connection with: (a) any breach of any warranty or provision in this Agreement by the Indemnifying Party; (b) any bodily injury, damage to property, or the loss of use of any property arising out of or relating to the acts or omissions of the Indemnifying Party or its employees, contractors, or agents in connection with the performance of this Agreement; (c) any allegation that the execution, delivery, or performance of this Agreement by the Indemnifying Party violates or will violate data protection laws, other applicable law, or another agreement; (d) any allegation that the Indemnifying Party’s Proprietary Content infringes upon the Intellectual Property Rights of such third party or breaches any obligations of confidentiality to such third party; and (e) any gross negligence or willful misconduct of the Indemnifying Party or its employees, contractors, or agents.
  10. Dispute Resolution. All disputes relating to this Agreement, whether under contract, tort, statute, or otherwise will be resolved by arbitration. The arbitration will be binding. Judgment on the award rendered by the arbitrator may be entered by any court of competent jurisdiction. Any award shall include an opinion and statement of the findings, reasons, and conclusions upon which the final award is based, and a statement of any other issues resolved. The prevailing party will be awarded any fees and costs incurred by the prevailing party, including, but not limited to, reasonable attorney fees.
  11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Washington without regard to conflicts of laws provisions thereof. Any disputes arising out of this Agreement not arbitrated under Section 10 above shall be resolved in the federal or state courts located in King County, Washington. The parties hereby expressly consent and waive all objections to personal jurisdiction and venue in such courts for actions initiated pursuant to the foregoing provisions of this Section.
  12. Amendments. CELab reserves the right to change these Terms upon notice to its sponsors. Sponsor’s continued partnership or acceptance or use of any Benefits after any such modifications or changes are posted will constitute Sponsor’s complete and unequivocal acceptance of any such modifications or changes to the Terms. Sponsor agrees to periodically review these Terms to ensure that it is in compliance with any changes or modifications that are made to the Terms.
  13. Notices. Any notice or other communication to be given to a party shall be in writing, addressed as set forth on the Agreement, and given by postal mail (postage prepaid and sent registered or certified mail return receipt requested) or national or international overnight courier service (e.g. Federal Express, DHL, UPS) that confirms delivery in writing. The date of receipt shall be deemed the date on which such notice is given. Notices to a party shall be address as set forth below. Either party may change its address for notice purposes hereof on written notice to the other party in accordance with this Section.
  14. Transferability. Sponsor Agreements are not transferable, except under the following condition. Sponsor has the right to assign or transfer an Agreement in the event that Sponsor is subject to a change in control, or to an acquisition, merger or sale of all of, or substantially all of Sponsor assets. CELab may freely assign or transfer (in whole or in part) this Agreement with or without notice thereof to Sponsor. Subject to the foregoing, the Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted successors or assigns.
  15. Miscellaneous. This Agreement (including the documents incorporated by reference herein) constitutes the entire agreement and understanding between the parties and supersedes all prior agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. No waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by an authorized representative of each party. The failure of a party at any time to require performance of any obligation of the other party shall not affect its right to enforce any provision of this Agreement at a later time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach. The unenforceability of any provision or provisions of this Agreement shall not render unenforceable or impair its remainder. If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The headings in this Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.