Matchbox Sponsor Master Services Agreement

1.1"Attendee Data" means personal information about Event registrants and attendees that Matchbox provides to Sponsor, including names, contact details, chat display names and comments.

1.2"Confidential Information" has the meaning given in Section 9.

1.3"Demo Content" means the presentations, slides, demonstrations, video, audio and other materials that Sponsor or its Presenters present at an Event.

1.4"Event" means each virtual event identified in an Order Form.

1.5"Fee" means the amount stated in an Order Form.

1.6"Marks" means a party's names, logos, trademarks and similar identifiers.

1.7"Order Form" means a Sponsor Order Form signed by Matchbox and Sponsor that refers to this MSA.

1.8"Partner Association" means an association, society or other organization with which Matchbox produces or promotes an Event.

1.9"Presenter" means any individual who presents or appears at an Event on Sponsor's behalf.

1.10"Recordings" means recordings of Event sessions made by or for Matchbox.

1.11"Sponsor Materials" means Sponsor's Marks, Demo Content, bios and any other materials Sponsor provides to Matchbox or presents at an Event.

1.12"Toolkit" means the promotional graphics, sample posts, copy and other assets Matchbox provides to Sponsor to promote its participation in an Event.

2.1Participation. Sponsor will participate in the Events and receive the benefits described in each Order Form, subject to this MSA.

2.2Agreement. Each Order Form, together with the version of this MSA identified in it, forms a separate agreement between the Parties (the "Agreement").

2.3Order of precedence. If an Order Form and this MSA conflict, the Order Form controls for the Event, package, benefits and Fee, and this MSA controls for everything else, unless the Order Form expressly states that it overrides a specific Section of this MSA.

3.1Production. Matchbox will produce, host and manage each Event.

3.2Promotion. Events are promoted primarily by the Partner Association(s) to their members, with support from Matchbox. Matchbox will use commercially reasonable efforts to coordinate that promotion.

3.3No guarantee of results. Neither Matchbox nor any Partner Association guarantees the number of registrants, attendees or leads, or any sales or other results from Sponsor's participation. Matchbox does not warrant that any Event, the event platform or any Recording will be uninterrupted or error-free, and except as expressly stated in the Agreement, Matchbox makes no other warranties, express or implied.

3.4Changes. Matchbox may change an Event's date, time, run order, session length, platform or format by giving Sponsor reasonable notice. A change is not a breach of the Agreement and does not entitle Sponsor to a refund, except as stated in Section 6.

3.5Prep session. If the Order Form includes a prep session, Matchbox will share demo best practices and an overview of the registered audience. Audience information is shared in aggregate form only (such as job roles, firm sizes and business types), not as information about individual registrants.

4.1Materials and deadlines. Sponsor will provide its Marks, Presenter bios and other requested Sponsor Materials by the deadlines Matchbox communicates. Matchbox is not responsible for promotion or benefits that cannot be delivered because materials arrived late.

4.2Presentation. Sponsor's Presenters will attend any scheduled technical check and keep within the allotted session time.

4.3Content standards. Sponsor Materials must be accurate, lawful and professional. They must not disparage competitors or include third-party content Sponsor does not have the right to use.

4.4Matchbox's rights. Matchbox may pause, edit or remove any Sponsor Materials or Presenter that violates this Section 4, with no refund owed.

4.5Presenters. Sponsor is responsible for the conduct of its Presenters and for obtaining their consent to be recorded and to the use of their names and likenesses as described in Section 7.

5.1Invoicing. Matchbox will invoice the Fee when the Order Form is signed. The invoice is due on receipt. All amounts are in U.S. dollars.

5.2Reservation of slot. Sponsor's slot is reserved once Sponsor has signed the Order Form and paid Matchbox's invoice.

5.3Unpaid slots. If payment is not received within 14 days after the Order Form is signed, Matchbox may release Sponsor's slot. If Matchbox releases the slot, the Order Form ends and neither Party owes the other anything under it. This Section does not apply if Matchbox has accepted a different payment timeline in writing or agreed in writing to an exception.

5.4Taxes and payment costs. Fees exclude taxes. Sponsor is responsible for any applicable sales, use or similar taxes (other than taxes on Matchbox's income) and for its own bank and payment processing charges. If Sponsor pays by credit card, Matchbox may add a surcharge of up to 3% of the amount paid, where permitted by law and not exceeding Matchbox's cost of accepting the card. Any surcharge will be shown on the invoice before payment. No surcharge applies to payments by debit card, ACH or bank transfer.

6.1Cancellation by Sponsor. Sponsor may cancel its participation in an Event by written notice to Matchbox. Refunds are as follows:

If Sponsor cancels before paying the Fee, the Order Form ends and nothing is owed.

6.2Cancellation by Matchbox. Matchbox may cancel an Event, or Sponsor's participation in it, for any reason by giving Sponsor at least 30 days' written notice before the Event. Matchbox will refund the Fee paid for that Event in full.

6.3Events outside the Parties' control. Neither Party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government action, pandemics, widespread internet or utility failures, and outages of third-party platforms or service providers (a "Force Majeure Event"). If a Force Majeure Event prevents an Event from going forward as scheduled:

1. Matchbox will reschedule the Event to a date within one month of the original date.
2. If the Event cannot be rescheduled within that month, Matchbox will refund the Fee paid in full.
3. If the Event is rescheduled but Sponsor's Presenters cannot attend the new date, Sponsor may submit a pre-recorded demo that will air in Sponsor's slot. No refund is owed in that case.

6.4Refund timing. Matchbox will pay any refund owed under this Section 6 within 14 days.

7.1Sponsor Marks. Sponsor grants Matchbox a non-exclusive, royalty-free license to use Sponsor's Marks to promote, produce and report on the Events. Matchbox may sublicense this right to (a) Partner Associations and (b) service providers acting on Matchbox's behalf, in each case only for those purposes. Matchbox is responsible for its sublicensees' compliance with this Section. This license is irrevocable during the term of the Order Form, except that Sponsor may require Matchbox to correct any use that does not follow Sponsor's written brand guidelines.

7.2Duration and past-participant use. The license in Section 7.1 continues for one (1) year after the applicable Event. After that period, Matchbox and Partner Associations are not required to recall, remove or edit materials already published or distributed. Separately, Matchbox may identify Sponsor as a past participant, using Sponsor's name and logo, until Sponsor asks in writing that Matchbox stop. Matchbox will then leave Sponsor's name and logo out of any new materials.

7.3Matchbox Marks and Toolkit. Matchbox grants Sponsor a non-exclusive, non-transferable license during the term of the Order Form to use Matchbox's Marks and the Toolkit solely to promote Sponsor's participation in the Event. Sponsor will use Toolkit assets as provided, without alteration, and will submit any other proposed use of Matchbox's Marks to Matchbox for written approval.

7.4Partner Association Marks. Where Matchbox is authorized by the applicable Partner Association to do so, Matchbox grants Sponsor a non-exclusive, non-transferable sublicense during the term of the Order Form to use the name and logo of each Partner Association hosting an Event Sponsor participates in, solely to identify and promote Sponsor's participation in that Event, including as they appear in the Toolkit. Sponsor will use the Partner Association's name and logo only to show that Sponsor is participating in the Event (for example, "Presenting at [Association]'s [Event]"), and never in a way that suggests the Partner Association endorses, recommends or partners with Sponsor or its products or services. Sponsor will follow the Partner Association's brand guidelines as provided by Matchbox, and will correct or stop any use when Matchbox or the Partner Association asks. This sublicense ends automatically if Matchbox's right to use that Partner Association's Marks ends.

7.5Demo Content and Recordings. Sponsor grants Matchbox and Partner Associations a non-exclusive, royalty-free license to stream, record, edit (for length, quality or technical reasons) and host Demo Content to deliver the Event. Matchbox will make Recordings available only on the event platform, only to registered attendees, and for no more than 90 days after the Event, and will not publish Recordings publicly. Matchbox may keep archival copies for internal recordkeeping. Matchbox will not edit Demo Content in a way that misrepresents Sponsor or its products.

7.6Ownership of Demo Content and Recordings. Sponsor keeps ownership of its Demo Content. Matchbox owns the Recordings and grants Sponsor a non-exclusive, perpetual license to use the Recording of Sponsor's own session in Sponsor's marketing, excluding any portion that shows attendees' names, images or questions.

7.7No endorsement. Sponsor's participation in an Event does not mean that Matchbox or any Partner Association endorses, recommends or certifies Sponsor or its products or services. Sponsor will not state or imply any such endorsement in its marketing, sales materials or communications with attendees.

8.1Opt-in contacts only. Matchbox provides contact details only for registrants and attendees who have opted in to be contacted by Sponsor. Information about other attendees is redacted. Sponsor will not contact any person who has not opted in.

8.2Permitted use. Sponsor may use Attendee Data only to follow up about Sponsor's own products and services.

8.3Restrictions. Sponsor will not sell, rent, share or otherwise disclose Attendee Data to any third party, except to service providers that process it on Sponsor's behalf under confidentiality obligations at least as protective as this Section.

8.4Compliance. Sponsor will comply with all applicable anti-spam, privacy and data protection laws, including the CAN-SPAM Act. Sponsor will honor unsubscribe and deletion requests promptly, and will keep Attendee Data secure using reasonable safeguards.

8.5Audience insights. Matchbox will share attendee responses about Sponsor's demo in anonymized form. Matchbox may leave out responses that are offensive.

9.1Definition. "Confidential Information" means non-public information one Party (the "Discloser") shares with the other (the "Recipient") in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential. It includes pricing and Fee terms, event reports, and Sponsor's non-public product and roadmap information.

9.2Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient, (b) the Recipient already knew or lawfully received from a third party without restriction, (c) the Recipient develops independently, or (d) is Demo Content presented at an Event.

9.3Obligations. The Recipient will use Confidential Information only to carry out the Agreement and will not disclose it to anyone except its employees, contractors and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section. The Recipient may disclose Confidential Information if required by law, after giving the Discloser prompt notice where legally permitted.

9.4Duration. These obligations last for one (1) year after the last Event under the applicable Order Form. Obligations for Attendee Data under Section 8 continue for as long as Sponsor holds that data.

10.1By Sponsor. Sponsor will defend, indemnify and hold harmless Matchbox, each Partner Association, and their respective officers, directors, employees and agents (each, an "Indemnified Party") from and against all losses, damages, liabilities, settlements, fines, costs and expenses, including reasonable attorneys' fees, arising out of any third-party claim related to:

1. the Sponsor Materials, or any claim that they infringe or violate a third party's rights;
2. Sponsor's use of Attendee Data or chat transcripts, including any claim under anti-spam, privacy or data protection laws;
3. the conduct of Sponsor's Presenters, employees or agents;
4. Sponsor's products or services, or any statement Sponsor makes about them; or
5. Sponsor's material breach of the Agreement.

10.2By Matchbox. Matchbox will defend, indemnify and hold harmless Sponsor and its officers, directors, employees and agents from and against all losses, damages, liabilities, settlements, costs and expenses, including reasonable attorneys' fees, arising out of any third-party claim related to:

1. any claim that the event platform, Matchbox's Marks or Toolkit materials created by Matchbox, used as permitted under the Agreement, infringe a third party's intellectual property rights, excluding Sponsor Materials and Partner Association Marks;
2. Matchbox's breach of its obligations regarding Attendee Data or Confidential Information; or
3. the gross negligence or willful misconduct of Matchbox or its employees or contractors.

10.3Process. The indemnified party will give the indemnifying Party prompt written notice of the claim, reasonable cooperation at the indemnifying Party's expense, and control of the defense and settlement. The indemnifying Party will not settle any claim in a way that admits fault by, or imposes obligations on, an indemnified party without that party's written consent.

10.4Partner Associations. Each Partner Association is an intended third-party beneficiary of Section 10.1 and may enforce it directly.

11.1Cap. Matchbox's total liability arising out of or related to an Order Form, whether in contract, tort (including negligence) or otherwise, will not exceed the Fees Sponsor paid under that Order Form.

11.2Excluded damages. Matchbox will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any lost profits, lost revenue, lost leads, lost business opportunities or lost data, even if advised of the possibility of such damages.

11.3Application. These limits apply to the fullest extent permitted by law. They do not limit Matchbox's obligations under Section 10.2 or its obligation to pay refunds owed under Section 6.

12.1Governing law. The Agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules.

12.2Negotiation. Before starting any formal proceeding, the Party raising a dispute will give the other written notice describing it and a proposed resolution. The Parties will then negotiate in good faith for 30 days.

12.3Courts. If a dispute is not resolved through negotiation, either Party may bring it only in the state or federal courts located in the State of New York, including small claims court where the amount qualifies, and each Party consents to the jurisdiction of those courts. Either Party may seek urgent injunctive relief to protect its Marks or Confidential Information without first completing negotiation.

13.1Independent contractors. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship, and neither Party may bind the other.

13.2Assignment. Sponsor may not assign or transfer the Agreement without Matchbox's prior written consent. Matchbox may assign the Agreement without consent in connection with a merger, acquisition, reorganization or sale of all or substantially all of its business. Any attempted assignment in violation of this Section is void.

13.3Notices. Notices under the Agreement must be in writing and sent to Sponsor's Main Contact named in the Order Form, or to another address a Party designates by notice.

13.4Updates to this MSA. Matchbox may update this MSA from time to time by publishing a new version with a new version date. Updates apply only to Order Forms signed after the update. Each Order Form remains governed by the version of this MSA it identifies.

13.5Entire agreement and amendments. The Agreement is the Parties' entire agreement about its subject matter and supersedes all prior proposals, discussions and representations, including statements made by any Partner Association. Any amendment or waiver must be in writing and signed by both Parties.

13.6Third-party beneficiaries. Except for Partner Associations under Section 10, no one other than the Parties has any rights under the Agreement.

13.7Severability. If any provision is found invalid or unenforceable, it will be enforced to the maximum extent permitted, and the rest of the Agreement remains in effect.