CBAM Sponsorship/Collaboration (including CBAM Aesthetic Congress 2023) - Terms of Agreement

Definitions

Agreement: the Sponsorship Agreement;
Cancellation Charge: the charges set out in the Sponsorship Agreement payable for any cancellation of the Sponsorship;
Event: The CBAM Aesthetic Congress 2023, Toronto;
Sponsorship Fees: the fees payable by the Sponsor under the Sponsorship Agreement in order to sponsor the Event;
Sponsor: means the person, firm or company whose details are specified in the Sponsorship Agreement;
Sponsorship Agreement: the agreement to be completed and signed by the Sponsor in order to become the Event Sponsor;
Party: CBAM or the Sponsor of the CBAM Event;
Venue: the venue at which the Event is held, as set out on the Sponsorship Agreement or otherwise notified by CBAM to the Sponsor in writing.

Term and Termination of the Agreement

The Sponsorship Agreement shall take effect on the date of the signature and shall continue until completion of the Event (the “Term”), unless terminated early in accordance with its terms.

Either Party has the right at any time to terminate the Agreement immediately by giving written notice to the other in the event that the other (1) has committed a material breach of any of its obligations under this Agreement (including failure to pay any amounts due under the Agreement) and has not remedied any such breach (if capable of remedy) within 14 days of being required to do so by written notice; or (2) ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.

Termination of the Agreement by either Party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.

Upon termination of the Sponsorship Agreement by CBAM in accordance with the current clause, all outstanding sums owing to CBAM at the date of termination shall become due and payable without deduction or set-off. Where termination occurs before the Sponsor has received all the Sponsor Benefits, we shall charge you such proportion of the Sponsorship Fee (calculated in good faith) as is reasonable to reflect the value of the Sponsor Benefits received by the Sponsor prior to the date of termination

Upon expiry or termination of the Agreement, the Parties agree that (1) CBAM’s obligations to provide any further Sponsor Benefits shall cease (2) any licenses granted pursuant to this Agreement shall immediately cease; and (3) the Sponsor shall destroy any Sponsor Literature and remove the Event Marks from any other materials in their possession.

CBAM owns and has the right to reproduce any or all of the conference presentations. From time to time photographs, motion pictures and/or video recordings may be made at the Event, which recordings may include images of the Sponsor, its employees, agents, or representatives and related merchandise and displays. The Sponsor shall not hinder, obstruct or interfere in any way with such photography or recordings whether by CBAM or its agents or representatives and hereby consents to CBAM’s use of such recordings for commercial purposes.  In connection with the provisions of this paragraph, the Sponsor hereby grants CBAM a non-exclusive, royalty-free, irrevocable, non-transferable, worldwide license to use the Sponsor’s trademarks, service marks, logos, trade names, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files and images solely for promotional purposes of the Event.

General Terms of the Event

This Sponsorship includes the attendance of the Sponsor in the CBAM Aesthetic Congress 2023, and also all the services are agreed to be delivered to the Sponsor by CBAM during the one-year collaboration period. 

The Sponsorship Agreement contains the entire agreement and understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of the Agreement.

The Agreement may not be transferred or assigned by the Sponsor without the written permission of CBAM. CBAM may transfer, assign and/or delegate the Agreement or CBAM’s rights and obligations hereunder to any party, with written consent from the Sponsor.

In addition to the terms set out, or specifically referenced in the Sponsorship Agreement, the Sponsor agrees to comply with all applicable laws and regulations.

The CBAM event staff will determine the eligibility of any applicant to participate at the CBAM Aesthetic Congress 2023, as well as the suitability for any product or service to be displayed or promoted during the event or during the future collaborations under the Agreement.

Only Health Canada-approved, non-invasive devices are permitted for demos and presentations. It is the responsibility of the Sponsor to assure the safety of the procedures performed during the presentations. 

Sponsors are permitted to display, promote, and sell their products and services during their presentations or during any encounter with CBAM members.

CBAM reserves the right, in its sole and absolute discretion, to schedule sponsored speaking slots as best suited to the conference programme. Selection of presentation sessions for assignments will be made on a first-come, first-served basis. (A limited number of presentation slots are available.)

Sponsors will be responsible for any extra cost of their requirements if there are any special needs during the presentations or attending physical courses as a sponsor.

The Sponsor agrees to pay the Sponsorship Fees in accordance with the amounts and payment terms set out in the Sponsorship Agreement.

In the event the Sponsor fails to meet any payment obligations, (whether as to the amounts or date of payment), then CBAM shall be entitled in its sole discretion to deem that the Sponsor has cancelled its sponsorship for the event and to exercise its rights pursuant to the clause “Cancellation and Refund Policy”.

Instructions for payment will be indicated on all invoices which will be issued to the Sponsor by the CBAM. Bank transfer payments: All bank charges payable on transfers have to be borne by the Sponsor.

Sponsors whose Sponsorship Fee remains unpaid 30 days before the commencement of the Event will be denied access to the Event/ Venue.

If any amounts payable under the Sponsorship Agreement are not paid to CBAM by their due date for payment (whether Fees, Cancellation Charges or otherwise), then CBAM shall be entitled to charge interest on such sum from the due date for payment at the rate of 12% per annum on all late payments post due date as per the invoice.

The Sponsor acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in the Agreement (save that this shall not apply so as to limit or exclude either party’s liability for fraud).

The Sponsorship Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the Parties.

The Sponsor shall exhibit its company material only at the Sponsor’s Exhibition Space and may not distribute materials on other surfaces in the Event Venue. Other promotional materials distributed, such as newsletters and information sheets for non-affiliated companies, must receive the prior written approval of CBAM before their distribution.

Nothing shall be posted on, tacked, stapled, nailed, screwed or otherwise attached to the columns, walls, floors or other parts of the Event Venue, Event Hotel or any other part of the Event without written permission from CBAM, Event Venue and/or Event Hotel. Packing, unpacking and assembly of exhibits shall be done only in designated areas and in conformity with the directions of CBAM.  The Sponsor shall not deface, injure or mar in any manner the facilities at the Event Venue, Event Hotel or any other part of the Event.  The Sponsor shall not paint or apply any other permanent covering to any of the walls, floors, ceilings or other areas of the facilities, furnishing or fixtures at the Event Venue, Event Hotel or any other part of the Event.

Email blasts to advertise services, products or promotions of the Sponsors are sent to the members of the CBAM in a format of multiple promotions of different companies in one email. The email marketing team tries to prevent sending the promotions of the companies with similar types of activities in the same email blast.

Confidentiality

Each Party shall treat in confidence all information obtained from the other pursuant to the Sponsorship Agreement that is confidential in nature (which shall include details of the Sponsorship Fee) and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under the Agreement.

Each Party shall only disclose such confidential information: (1) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of the Agreement; and (2) to the extent that such confidential information is required to be disclosed by law.

Cancellation and Refund Policy

Notice of Sponsors cancellation must be submitted to the CBAM event staff by email at: events@cbamedicine.com.

Cancellations received before March 1st, 2023 will be subject to an administrative fee of 10%.

Cancellations received between March 2nd, 2023 and April 1st, 2023 will receive a refund of 50%.

Cancellations received after April 1st, 2023 will NOT be refunded.

Please note that the cancellation policy is only applicable if there are no services delivered to the sponsor under the collaboration agreement before the date that cancellation request is submitted.

Cancellations must be received in writing by CBAM...

Upon receipt of Sponsorship cancellation notice, CBAM shall have the absolute discretion to resell the Sponsorship item(s) forfeited.

Postponement and Cancellation by CBAM

CBAM shall be relieved of its obligations under the Sponsorship Agreement in the event that the holding of the Event by CBAM, the performance by CBAM of any of its material obligations under the Agreement and/or the attendance at the Event by the Sponsors and/or any other Sponsor and/or any visitors is impossible, illegal or substantially or materially interfered with, due to any cause or causes beyond the reasonable control of CBAM or the providers of the Venue including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, risk to public health, accident to or breakdown of plant or machinery, shortage of any material, labour, transport, electricity or other supply, regulatory intervention, general advice or recommendation of any government (including any government agency or department), regulatory authority or international agency against travel, events and/or public gatherings, or the Venue becomes unavailable and/or unfit for occupancy and/or use (“force majeure”).

In the event of force majeure, CBAM may cancel, amend the date of the Event or change the Venue or otherwise alter the Event. Should the Event be canceled, curtailed or adversely affected by any cause not within the reasonable control of CBAM including but not limited to any of the force majeure events as identified in the preceding paragraph, CBAM shall be under no obligation to refund all or part of the sums paid by the Sponsor in respect of his participation in the Event. CBAM shall be under no liability to the Sponsor or any other person in respect of any actions, proceedings, claims, demands, losses (including consequential losses), costs or expenses whatsoever which may be brought against or suffered or incurred by the Sponsor as the result thereof.

Limitation of Liability

Subject to this clause, CBAM’s aggregate liability to the Sponsor, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with the Agreement or otherwise in connection with the Event, shall be limited to the Sponsorship Fee paid by the Sponsor.

Subject to this clause, CBAM shall not be liable to the Sponsor for: (1) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or (2) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.

Nothing in the Agreement shall limit or exclude a Party’s liability for (1) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (2) fraud or fraudulent misrepresentation; or (3) any other liability which cannot be limited or excluded by applicable law.

The Sponsor agrees to indemnify and hold harmless CBAM, its officers, directors, employees, and agents, from any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorneys’ fees, costs, and other expenses, incurred in any way in connection with Sponsor’s acts, omissions, breach of contract or any actions or claims made by Sponsor or any third party against Sponsor.

Privacy Policy

Information supplied to CBAM may be used for publication (where the Sponsor provides details for inclusion in the Event directory or catalog and website) as well as to provide the Sponsor with services and also information about CBAM’s services in the form of direct marketing activity by phone, fax or post.

Submitting the Sponsorship Form indicates a firm commitment of the Sponsor, the company and its representatives/staff, to all terms and conditions mentioned above.