These DigitalOcean Event Sponsorship General Terms (these “General Terms”) are incorporated by reference into the Sponsorship Form entered into between DigitalOcean, LLC (“DigitalOcean”) and the sponsor identified therein (“Sponsor”) (the Sponsorship Form together with these General Terms, the “Agreement”). “Event” means the event identified in the Sponsorship Form; “Sponsorship Fee” means the fee set forth in the Sponsorship Form; and “Effective Date” means the effective date determined under the Sponsorship Form. In the event of a conflict between the Sponsorship Form and these General Terms, the Sponsorship Form controls.
1. The Event; DigitalOcean’s Ownership and Control. The Event is owned, produced, organized, and controlled solely by DigitalOcean. DigitalOcean retains sole discretion over all aspects of the Event, including the Event name, branding, content, agenda, speakers, format, venue, date, admission, registration, attendee list, and the selection of other sponsors, exhibitors, and participants. Sponsor’s participation is that of a sponsor only; nothing in this Agreement grants Sponsor any ownership of, or control over, the Event or creates any partnership, joint venture, co-hosting, agency, or employment relationship between the parties. Sponsor’s sponsorship is non-exclusive, and DigitalOcean may accept sponsorships from any other party, including Sponsor’s competitors, unless otherwise expressly stated in the Sponsorship Form. Any exclusivity expressly granted in the Sponsorship Form (a) is limited to sponsorship of the Event and to the category expressly defined in the Sponsorship Form, and (b) does not restrict any person or entity from attending, speaking at, exhibiting at, or otherwise participating in the Event in a non-sponsor capacity, and does not limit DigitalOcean’s other business relationships.
2. Sponsorship Fee; Payment; Taxes. Sponsor will pay DigitalOcean the Sponsorship Fee in accordance with the Sponsorship Form. Unless otherwise stated in the Sponsorship Form, DigitalOcean will invoice Sponsor on or after the Effective Date and payment is due net thirty (30) days from the invoice date. If the Sponsorship Fee has not been received by the start of the Event, DigitalOcean may withhold or suspend Sponsorship Benefits until payment is received. The Sponsorship Fee is non-refundable except as expressly provided in Section 8 (Event Changes; Cancellation) or Section 9 (Term; Termination). The Sponsorship Fee is exclusive of all taxes; Sponsor is responsible for all applicable sales, use, VAT, and similar taxes (excluding taxes on DigitalOcean’s net income). Sponsor will promptly complete DigitalOcean’s reasonable sponsor onboarding requirements, and DigitalOcean will provide Sponsor a Form W-9 or other reasonably requested payment documentation.
3. Sponsorship Benefits. DigitalOcean will use commercially reasonable efforts to provide Sponsor the sponsorship benefits described in the Sponsorship Form. DigitalOcean may substitute any benefit with a benefit of reasonably comparable value, and may reasonably adjust benefits to reflect changes to the Event format, venue, or schedule. Placement, sizing, and presentation of Sponsor’s name and logo are subject to DigitalOcean’s reasonable discretion and Event branding standards.
4. Co-Marketing and Promotion.
a. Sponsor commitments. Sponsor will use commercially reasonable, good-faith efforts to promote the Event through the promotional activities selected in the Sponsorship Form, which may include, by way of illustration and not limitation: promoting the Event on Sponsor’s social media channels; providing a representative of Sponsor’s organization to attend, speak at, or assist onsite at the Event; amplifying or reposting DigitalOcean’s social content regarding the Event; emailing Sponsor’s customer and prospect lists regarding the Event; joining the Event’s Luma (or similar) event page as a sponsor or promoter; sending targeted invitations to Sponsor’s customers and prospects; using DigitalOcean-provided UTM links or other tracking mechanisms in Sponsor’s Event promotions; and any other promotional activities mutually agreed by the parties.
b. DigitalOcean commitments. DigitalOcean will use commercially reasonable efforts to promote the Event through its own marketing channels and to make available to Sponsor reasonable promotional materials, Event links, and tracking links to support Sponsor’s promotional activities.
c. No performance guarantees. The promotional activities described in this Section 4 are illustrative in nature. Neither party guarantees any minimum number of registrations, attendees, leads, impressions, or other marketing outcomes, and no failure to achieve any particular outcome will constitute a breach of this Agreement so long as the applicable party has acted in good faith.
d. Marketing compliance. Each party will conduct its promotional activities in compliance with applicable laws, including laws governing commercial email and electronic communications (e.g., CAN-SPAM, CASL) and applicable data protection laws, and will send Event communications only to recipients it is lawfully permitted to contact. Any marketing materials that use the other party’s name or Marks (as defined below) beyond assets pre-approved by that party require that party’s prior written approval (email sufficient).
5. Trademark License; Publicity. Each party grants the other a limited, non-exclusive, non-transferable, royalty-free license to use its name, logo, and trademarks (collectively, “Marks”) solely to promote the Event and Sponsor’s sponsorship of the Event during the Term, in accordance with any brand guidelines the granting party makes available. All goodwill arising from use of a party’s Marks inures to the benefit of that party, and neither party acquires any right, title, or interest in the other party’s Marks. Except for the promotional uses contemplated by this Agreement, neither party will issue a press release or other public announcement regarding this Agreement without the other party’s prior written consent.
6. Registration and Attendee Data. As between the parties, DigitalOcean owns all Event registration and attendee data. DigitalOcean has no obligation to share registration or attendee data with Sponsor; any sharing of such data is at DigitalOcean’s sole discretion and subject to applicable data protection laws, DigitalOcean’s privacy policy, and any required consents. Each party will comply with applicable data protection and privacy laws in connection with its activities under this Agreement and will process any personal data received from the other party solely for the purposes contemplated by this Agreement.
7. On-Site Participation; Sponsor Materials; Event Recording. If the Event is held in person, Sponsor will ensure that its personnel comply with DigitalOcean’s and the venue’s rules, safety requirements, and any event code of conduct made available to Sponsor, and DigitalOcean may decline admission to, or remove from the Event, any person who fails to comply. Sponsor is responsible for its personnel and for any equipment, displays, signage, giveaways, and other materials it brings to or distributes at the Event, and will remove them promptly following the Event. DigitalOcean may reasonably decline, or require the removal of, any Sponsor materials or activities that DigitalOcean reasonably considers inconsistent with the Event, applicable law, or DigitalOcean’s branding standards. Each party will maintain insurance as required by applicable law and, for in-person events, commercially reasonable general liability coverage appropriate to its participation. Sponsor acknowledges that DigitalOcean may photograph, record, and livestream the Event, and consents to DigitalOcean’s reasonable use of the names, images, and likenesses of Sponsor’s attending personnel in Event coverage and related promotional materials.
8. Event Changes; Cancellation. DigitalOcean may modify the Event date, venue, format (including converting to a virtual format), agenda, or other Event details in its discretion, and will use commercially reasonable efforts to give Sponsor reasonable advance notice of material changes. If DigitalOcean cancels the Event and does not reschedule it to a date within ninety (90) days of the original date, Sponsor’s sole and exclusive remedy is, at Sponsor’s election, (a) a refund of the Sponsorship Fee actually paid or (b) a credit of the Sponsorship Fee toward a future DigitalOcean event. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, epidemics, government action, labor disputes, utility or internet failures, or venue unavailability.
9. Term; Termination. This Agreement commences on the Effective Date and continues until completion of the Event and the parties’ payment and wind-down obligations (the “Term”), unless terminated earlier as set forth herein. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice. DigitalOcean may also terminate this Agreement upon written notice if DigitalOcean reasonably determines that Sponsor’s participation could harm the reputation of DigitalOcean or the Event; if such termination is not due to Sponsor’s breach, DigitalOcean will refund the Sponsorship Fee actually paid, as Sponsor’s sole remedy. Upon termination, each party will cease use of the other party’s Marks (provided that neither party is required to recall materials already published or distributed), and Sections 2 (with respect to accrued payment obligations), 5 (final two sentences), 6, and 10 through 14 will survive.
10. Confidentiality. Each party may receive non-public business, technical, or financial information of the other party in connection with this Agreement (“Confidential Information”). The receiving party will use the disclosing party’s Confidential Information solely to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it to any third party except to its employees, affiliates, and contractors who need to know it and are bound by obligations at least as protective. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction, is independently developed, or is rightfully received from a third party. A receiving party may disclose Confidential Information to the extent required by law, with reasonable advance notice to the disclosing party where legally permitted.
11. Representations; Compliance with Laws. Each party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform this Agreement; (b) its performance under this Agreement, including its promotional materials and its Marks as authorized for use hereunder, will not infringe, misappropriate, or violate the intellectual property, privacy, or publicity rights of any third party; and © it will comply with all applicable laws in performing under this Agreement, including anti-bribery and anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act), export control and sanctions laws, and applicable data protection laws. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE EVENT AND SPONSORSHIP BENEFITS ARE PROVIDED “AS IS.”
12. Indemnification. Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, demands, suits, or proceedings, and any resulting damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), to the extent arising out of: (a) the Indemnifying Party’s breach of Section 11 (Representations; Compliance with Laws); (b) allegations that the Indemnifying Party’s Marks, or the marketing or promotional materials it provides, infringe or misappropriate a third party’s intellectual property rights or violate applicable law; © the gross negligence or willful misconduct of the Indemnifying Party or its personnel; or (d) bodily injury, death, or damage to tangible property caused by the Indemnifying Party or its personnel at the Event. The indemnified party will provide the Indemnifying Party prompt written notice of the claim, reasonable cooperation (at the Indemnifying Party’s expense), and sole control of the defense and settlement of the claim; provided that no settlement imposing any liability or admission on the indemnified party may be entered into without the indemnified party’s prior written consent.
13. Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, A BREACH OF SECTION 10 (CONFIDENTIALITY), OR A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE SPONSORSHIP FEE PAID OR PAYABLE UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
14. General. The parties are independent contractors. Sponsor may not assign this Agreement without DigitalOcean’s prior written consent; DigitalOcean may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets; any other purported assignment is void. Notices must be in writing and sent to the contacts identified in the Sponsorship Form (email sufficient), with notices to DigitalOcean copied to legal@digitalocean.com . This Agreement is governed by the laws of the State of Colorado, without regard to its conflicts of law rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Colorado. This Agreement (including the Sponsorship Form and these General Terms) is the entire agreement between the parties regarding the Event sponsorship and supersedes all prior or contemporaneous agreements or understandings on that subject; any Sponsor purchase order or similar document is for administrative convenience only, and its preprinted terms have no effect. Any amendment must be in a writing signed by both parties. A waiver of any breach is not a waiver of any other breach. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in full force and effect.