1. Purpose: The object of BSCAI’s partner program is to further BSCAI’s objectives by providing a forum through sponsorships and annual programs. BSCAI’s annual programs include the CEO Seminar, Executive Management Conference, or Contracting Success Conference (“the BSCAI Shows”). Sponsors are limited to firms, organizations and agencies whose table tops align with the purpose of the exposition.
2. Effectiveness: The Agreement, including the Terms and Conditions and Corporate Partner Benefits, shall constitute a binding agreement between Sponsor and BSCAI upon BSCAI’s execution hereof. The effective date of the Agreement (Effective Date) shall be the date on which BSCAI executes the Agreement.
3. Editorial Discretion: BSCAI reserves the right to place the word “Advertisement” or words of similar meaning in any Sponsor content. Sponsor is subject to investigation by BSCAI of Sponsor’s products and services in light of any representations or claims made in content regarding such products or services. BSCAI reserves the right to reject any of Sponsor’s content which BSCAI, in its sole discretion, determines to be inconsistent with its publication standards or with the overall character of the sponsored event. 
4. Payment Terms: To confirm partnerships and sponsorships, all applications must include payment in full. If any sponsor fails to perform any other term or condition of the contract or fails to observe and abide by these Contract Conditions/Rules & Regulations, BSCAI reserves the right to terminate the contract immediately without refund of any moneys previously paid.
5. Assignment of Space: A priority system will be used to assign space during a space selection for each event. Priority is determined by level of partnership and date contracted. To be eligible for space selection using the Priority System, payment and the signed contract must be received by the date of space selection. Following official space selection for each event, space will be assigned on a first-come, first served basis.
6. Cancellation: In the event of a cancellation by a sponsor, BSCAI shall determine an assessment covering the reassignment of sponsorship, prior to service performed, and other damages related to the cancellation, according to the following schedule:
   - Ninety (90) days out from official event date, 50% of total tabletop fee.
   - Within ninety (90) days of official event date, 100% of total tabletop fee.

Cancellation of exhibit space must be directed via email to sponsorhip@bscai.org provided that the cancelling Exhibitor obtains confirmation of BSCAI’s receipt of the email on or before the cancellation deadline. Full payment is required and no refunds whatsoever will be made on cancellations or reductions of space on or after 90 days out from official event date.. Should an Exhibitor cancel even partial space on or after this date, the Exhibitor is responsible for the full Exhibit Booth Fee for the originally contracted exhibit space. 

No sponsorship cancellation refunds will be granted due to ongoing promotions. BSCAI must receive written notification of the cancellation by registered or certified mail. Date cancellation notice is received by BSCAI will determine above assessment charges. In the event of either a full or partial cancellation of space of a table top or booth, BSCAI reserves the right to reassign cancelled table top, regardless of the cancellation assessment. Subsequent reassignment of canceled space does not relieve the canceling table top sponsor of the obligation to pay the cancellation assessment. Appropriate payment must be received within 15 days of cancellation.

7. Cancellation or Change of Exposition: If for any reason beyond BSCAI’s control, the BSCAI Shows must be cancelled, shortened, delayed or otherwise altered or otherwise changed, Sponsor understands and agrees that all losses and damages which it may suffer as a consequence thereof are its responsibility and not that of BSCAI or its event management company, Smithbucklin Corporation, or their respective directors, officers, employees or agents. Sponsor understands that it may lose all monies it has paid to BSCAI for space for space at the event, as well as other costs and expenses it has incurred, including travel to the show, setup, lodging, freight, employee wages, etc. Sponsor, as a condition of being permitted by BSCAI to be an Sponsor at the BSCAI Shows, agrees to indemnify and hold harmless BSCAI, Smithbucklin Corporation, and their respective directors, officers, employees or agents, from any and all loss, which Sponsor may suffer as a result of show cancellation, duration, delay or other alterations or changes caused in whole or in part by any reason outside BSCAI’s control.
8. Attendance: Admission policies shall remain, at all times, the prerogative of BSCAI, and may be revised or amended to suit unforeseen conditions. Children under the age of 18 (as well as infants/children in strollers) are not permitted at any event at any time.
9. Occupation: Any sponsor failing to occupy table top space contracted for shall not be relieved of the obligation of paying the full rental charge of such space. If not occupied by the time set for completion of the installation of the displays, such space shall be taken by BSCAI and re-allocated or reassigned for such purposes or use BSCAI may see fit.
10. Set-up and Dismantle: Set-up and dismantle hours specified in the confirmation email are subject to change, in which case all Sponsors will be notified in writing. Table tops and booths are to be kept intact until the closing of the BSCAI Shows. No part of a table top shall be removed during the BSCAI Shows without special permission from BSCAI. Sponsor will complete arrangements for removing his material in accordance with the information provided in the email confirmation. Sponsor shall indemnify, hold harmless and defend BSCAI and Show management from and against any and all fees, costs or expenses incurred as a result of such late removal. Sponsor shall be liable for all storage and handling charges resulting from failure to remove table top material from the Exposition before the specified conclusion of the dismantling period set by BSCAI.
11. Subletting of Table Tops and Booths and Prohibited Uses: Exhibitor is prohibited from assigning or subletting a booth or any part of the space allotted to it nor shall it exhibit or permit to be exhibited in its space any products or advertising materials which are not a part of its own regular products, or which are not compatible with the purpose and/or character of BSCAI as determined by BSCAI in its sole discretion.  BSCAI reserves the right to terminate any portion of the table top that is not in accordance with these rules without prior approval.
12. Hotel: Table top furnishings such as tables, chairs, wastebaskets may only be obtained from the official BSCAI hotel during the Contracting Success Conference. CEO Seminar and Executive Management Conferences require furnishings to come from BSCAI decorator. The hotel staff will be available for Sponsor assistance during all hours of setup, show hours, and teardown. The contact information for the service contractor along with detailed information on shipping, special fees, and material handling is included in the Sponsor confirmation email. The Sponsor confirmation will be emailed to each Sponsor three months prior to the event, or shortly after the BSCAI Sponsor Contract has been received by BSCAI. Without prior agreement with the BSCAI management, the individual Sponsor is responsible for any costs incurred as a result of a failure to meet scheduled deadline dates, and will be invoiced accordingly. If you have any questions or special requirements, consult the BSCAI web site at www.BSCAI.org.
13. Alcoholic Beverages: The serving of alcoholic beverages by Sponsors in any part of the table top area is strictly prohibited without the express prior approval of BSCAI.
14. Noise and Odors: Noisy or obstructive work will not be permitted during open hours of the Exposition, nor will noisily operating displays, nor table tops producing objectionable odors. BSCAI shall have the sole discretion in determining what is noisy, obstructive or objectionable.
15. Obstruction and Display of Table Tops: All marketing activities of each Sponsor must be confined to the Sponsor’s allotted table top. Demonstrations on table tops must be designed to take place and keep the audience within the existing table top space to allow the free flow of traffic. No equipment or display, beyond one sign, is allowed on the floor surrounding the table top.
16. Booth Activities: Show management at its sole discretion shall have the right to prohibit the distribution of samples or handouts that it deems inappropriate or objectionable. Distribution of refreshments or food will not be permitted without prior written approval by BSCAI and purchased from the official catering service. The operation of games of chance or lottery devices, or the actual or simulated pursuit of any recreational past time is permitted only on written approval from BSCAI. Active selling or order taking is NOT permitted. No retail sales, where payment is received and product delivered, are permitted in the exhibit hall of the Event (“Exhibit Hall”) at any time. Payment and/or orders may be taken for future delivery. 
17. Promotions, Contests, Printed Material, Etc.: Distribution of promotional material to BSCAI conference attendees’ hotel sleeping rooms, public areas, or in technical sessions are strictly prohibited. Displays, demonstrations, and distributions are limited to the confines of a Sponsor’s own booth. Further, Exhibitor shall not engage in any promotional activities which BSCAI determines to be outside the purpose and/or character of the event as determined by BSCAI in its sole discretion.  
     
18. Liability: The Sponsor assumes all responsibility for any and all loss, theft, or damage to Sponsor’s display, equipment, and other property while on the hotel premises, and hereby waives any claim or demand it may have against the hotel or its affiliates arising from such loss, theft, or damage. In addition, the Sponsor agrees to indemnify, defend, and hold harmless BSCAI and the hotel against any liabilities, obligations, claims, damages, suits, costs, and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in connection with the Sponsor’s occupancy and use of the table top on premises or any part thereof or any negligent act, error, or omission of the Sponsor or its employees or agents.

Exhibitor remains solely responsible for the safety of its property at all times during transit to and from the Facility and in the Exhibit Hall. Neither BSCAI its directors, officers, employees, agents, subcontractors, nor Smithbucklin, (collectively “Show Management”) are responsible for Exhibitor’s property or any loss thereto from any cause. EXHIBITOR HEREBY WAIVES AND RELEASES ANY CLAIM OR DEMAND IT MAY HAVE AGAINST ANY OF SHOW MANAGEMENT BY REASON OF ANY DAMAGE TO OR LOSS OF ANY OF ITS PROPERTY. 

19. Insurance:

Exhibitor is required to maintain and to provide a certificate of insurance to Show Management on or before the event evidencing the following: 

1. General liability with limits not less than $1,000,000 per occurrence, $2,000,0000 in the aggregate 
2. Owned (if applicable), hired and non-owned auto liability with limits not less than $1,000,000 per occurrence 
3. Workers’ compensation with state statutory limits 
4. Employer’s liability with limits not less than $500,000 
5. Commercial umbrella liability with limits not less than $5,000,000 
6. Personal property and equipment on a special form replacement cost basis 

BSCAI, Smithbucklin Corporation and the hotel are to be listed as additional insureds on a primary and non-contributory basis with respect to general/auto/umbrella liability. 

A waiver of subrogation must apply to all policies. All carriers are to maintain an A.M. Best rating of not less than A- VII. Exhibitor will not be permitted to set up its booth prior to submitting the proper certificates. Certificates should be sent to: sponsorship@bscai.org.

20. Limitation of Liability: Sponsor agrees to make no claim for any reason whatsoever against BSCAI, the management firm, agents, servants, and employees. Sponsor shall indemnify and hold harmless BSCAI, the management firm, agents, servants, and employees from any and all claims arising out of the acts of negligence of Sponsor, Sponsor’s agents, employees or representatives, and any claims for injury to Sponsor, its employees, agents, representatives or event attendees. This includes theft or mysterious disappearance to any and all equipment owned by, leased to, or utilized by Sponsors.
21. Social Functions: Sponsors may conduct social functions in public areas of hotel provided. Such functions must be held at such times and places not to interfere or conflict with BSCAI’s scheduled activities, and provided further that Sponsor receive the written approval of BSCAI prior to conducting such functions. All functions must be scheduled through BSCAI.
22. Press: Press conferences by Sponsors on the table top floor during table top hours are prohibited without the written approval of BSCAI.
23. Music Licensing: Sponsors are responsible for individual ASCAP/ BMI music licensing fees or similar statues as may apply outside the United States if applicable to the function. Music played and/or performed, whether recorded or live, will not be covered under BSCAI’s ASCAP/BMI music licensing agreement.
24. Badges and Table top Personnel: Each Sponsor shall receive a number of identification badges based their investment. All representatives who work the table top for the Sponsor must be employees of the Sponsor. Badges mutilated in any way, shape or form will not be acceptable this includes inserting business cards in the front. Transferring of badges is NOT allowed. Individuals who do not have badges will not be admitted into the table top area. False certification of any individual as an Sponsor’s representative, misuse of Sponsor’s badges or any other method or device used to assist unauthorized personnel to gain admittance to the table top floor will be a cause for expelling the Sponsor’s representatives from the table top in hall or removing Sponsor’s table top from the floor, or both, without Show Management being obligated to provide Sponsor a refund. Sponsor shall use reasonable efforts to cause each person employed by Sponsor in connection with the table top to at all times maintain a neat, clean appearance and behave in a polite and professional manner. Cancellation of table top space prohibits the usage of table top badges previously granted to table top staff. Booth representatives, including models or demonstrators, must be properly registered and wear badges and be properly and modestly clothed. All table tops must have personnel present during show hours.
25. Canons of Conduct: All representatives of table top companies or representatives of firms contracted by table toping companies must abide by the BSCAI Canons of Conduct contained herein.
26. Eligibility: BSCAI reserves the right to determine the eligibility of any company or product for inclusion in the Event and to prohibit an exhibitor from conducting and maintaining an exhibit if, in the sole judgment of BSCAI, the exhibitor or exhibit or proposed exhibit shall in any respect be deemed unsuitable. Exhibitor’s eligibility to exhibit in the Event must remain in effect from the time of submission of the Contract to the time of the Event and should BSCAI determine that Exhibitors no longer eligible to exhibit at the Event (though previously deemed eligible), BSCAI may notify the Exhibitor and may terminate this Contract without liability upon written notice to Exhibitor. 
27. Attendee Lists: Attendee lists from the Event are distributed only to exhibiting companies, other official partners and attendees. Please note that Exhibitor and no other individual or organization are authorized to market or to sell attendee lists of BSCAI. Such lists shall only be used for mailings of promotional material relating to Exhibitor’s booth at the Event and shall not be reproduced, transferred or used in any other manner. In using such lists for mailings, Exhibitor must ensure compliance with all country, state and local laws and regulations including, but not limited to, the European Union’s General Data Protection Regulations (GDPR and the California Consumer Privacy Act (CCPA). The Exhibitor shall indemnify, hold BSCAI, its directors, officers, employees, agents or subcontractors harmless from the performance or breach of this provision by Exhibitor, its employees, agents or contractors. The terms of this provision shall survive the termination or expiration of this Contract. 
28. INTELLECTUAL PROPERTY MATTERS  

The Exhibitor represents and warrants to BSCAI that no materials used in or in connection with its exhibit infringe the trademarks, copyrights (including, without limitation, copyrights in music and other materials used or broadcast by Exhibitor) or other intellectual property rights of any third party. The Exhibitor agrees to immediately notify BSCAI of any information of which Exhibitor becomes aware regarding actual or alleged infringement of any third party’s trademarks, copyrights or other intellectual property rights. The Exhibitor agrees to indemnify, defend and hold BSCAI , officers, directors, employees, agents, successors and assigns harmless from and against all losses, damages and costs (including attorneys’ fees) arising out of or related to claims of infringement by Exhibitor, its employees, agents, or contractors of the trademarks, copyrights and other intellectual property rights of any third party. 

Notwithstanding the foregoing BSCAI its officers, directors, employees, agents, and each of them,  shall not be liable for and expressly disclaims all liability for infringement or alleged infringement of the trademarks, copyrights or other intellectual property of any third party arising out of the actions of any Exhibitors.  The terms of this provision shall survive the termination or expiration of this Contract. 

29. Americans With Disabilities Act/Similar Non-U.S. Statutes: Sponsors shall be responsible for making their table tops accessible to persons with disabilities, as required by the Americans with Disabilities Act and shall hold BSCAI harmless from any consequences of failing to do so.
30. Amendment and Addition Rules: All matters and questions not covered by the regulations are subject to the decision of BSCAI. These regulations may be amended at any time by BSCAI and all amendments that may be so made shall be equally binding on all parties affected by them, as are the original regulations.
31. Wavier of Rights: Any rights of BSCAI under this contract shall not be deemed waived in any manner except as specifically waived in writing and signed by an authorized officer of BSCAI.
32. Agreement to Rule: Sponsor, for himself or itself, his or its personnel, employees, agents or representatives, agrees to abide by the foregoing rules and those provided and contained in the Sponsors Manual, and by any amendments and additional rules that may be put into effect by BSCAI.
33. Enforcement: The Sponsor acknowledges that its failure to comply with the Rules & Regulations set forth herein will cause harm to BSCAI. The Sponsor agrees that, if BSCAI determines that a material violation has occurred, the Sponsor will lose the privilege of table toping at this and future BSCAI conferences. In addition, BSCAI reserves the right to immediately remove all table top materials if a violation occurs during the conference without issuing a refund. Canons of Conduct In order that BSCAI may better achieve its purposes, the following Canons of Conduct are adopted and shall govern the conduct of all BSCAI members, member representatives, and attendees. All such members, member representatives, and attendees in connection with all BSCAI matters and activities.
    1. Must conduct themselves and their activities in a professional manner marked by integrity and spirit of fair play.
    2. Must refrain from engaging in any activity which would violate proprietary rights of their employers, BSCAI, or any other BSCAI member organization (including their representatives).
    3. Must abide by the bylaws and policies of BSCAI.
    4. Must properly register and display appropriate credentials at BSCAI activities.
    5. Must not engage in sales activities, including direct or indirect solicitation, or conduct any other activity contrary to purpose or policies of BSCAI at an BSCAI-sponsored activity without the express consent of the BSCAI Board of Directors.
    6. Must not distribute any materials or post displays of any kind at BSCAI activities without prior approval of an officer of BSCAI.
    7. Must not engage in any form of personnel recruitment or use of BSCAI facilities or resources to do so.
    8. Must not use the BSCAI name, other than in the conduct of BSCAI business, as determined by the BSCAI Board of Directors.
    1. Must not use the BSCAI membership list or any part thereof, except in the conduct of BSCAI business, as determined by the BSCAI Board of Directors.
    10. Must restrict the use of BSCAI documents and other data for the purpose defined by the BSCAI Board of Directors or BSCAI policies.
34. LIMITATION OF LIABILITY: IN NO EVENT SHALL THE FACILITY, BSCAI,, THEIR OWNERS, MANAGERS, OFFICERS OR DIRECTORS, AGENTS, EMPLOYEES, INDEPENDENT CONTRACTORS, SUBSIDIARIES AND AFFILIATES (COLLECTIVELY "BSCAI PARTIES") BE LIABLE TO THE EXHIBITOR OR ANY THIRD PARTY HIRED BY OR OTHERWISE ENGAGED BY THE EXHIBITOR FOR ANY LOST PROFITS OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ATTORNEY’S FEES AND COSTS, ARISING OUT OF THIS APPLICATION AND CONTRACT OR CONNECTED IN ANY WAY WITH USE OF OR INABILITY TO USE THE SERVICES OUTLINED IN THIS APPLICATION AND CONTRACT OR FOR ANY CLAIM BY EXHIBITOR, EVEN IF ANY OF THE BSCAI PARTIES HAVE BEEN ADVISED, ARE ON NOTICE, AND/OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXHIBITOR AGREES THAT BSCAI PARTIES’ SOLE AND MAXIMUM LIABILITY TO EXHIBITOR, REGARDLESS OF THE CIRCUMSTANCES, SHALL BE THE REFUND OF THE EXHIBIT BOOTH FEE. EXHIBITOR AGREES TO INDEMNIFY AND DEFEND THE BSCAI PARTIES FROM ANY CLAIMS BROUGHT BY A THIRD PARTY HIRED BY, OR ENGAGED BY THE EXHIBITOR FOR ANY AMOUNT BEYOND THE EXHIBIT BOOTH FEE. FURTHER, EXHIBITOR AGREES TO PAY ALL ATTORNEYS’ FEES AND COSTS INCURRED BY BSCAI PARTIES ARISING OUT OF, OR IN ANY WAY RELATED TO, THIS CONTRACT. EXHIBITOR SHALL BE SOLEY RESPONSIBLE FOR ITS ATTORNEYS’ FEES AND COSTS. 
35. PERSONAL INFORMATION CONSENT: EXHIBITOR ACKNOWLEDGES THAT PERSONAL INFORMATION OF ITS COMPANY CONTACTS MAY BE USED BY BSCAI (A)TO FULFILL THE PURPOSE AND OBLIGATIONS OF THIS CONTRACT; (B) TO COMMUNICATE OTHER INFORMATION ABOUT BSCAI (C) TO ENGAGE IN OUTREACH TO SOLICIT CORPORATE SUPPORT OF BSCAI IN THE FUTURE; AND (D) IN FURTHERANCE OF ANY OTHER PURPOSE OUTLINED IN BSCAI’S PRIVACY POLICY.