Partnership Terms and Conditions

Partnership with the Technology Services Industry Association (“TSIA”) is governed by these terms and conditions (the “Terms”). The Terms are an integral part of any Partnership Agreement between TSIA and the Partner listed in the Partnership Agreement. Any reference to the “Agreement” contained in the Partnership Agreement document or these Terms shall mean the Partnership Agreement document, these Terms, the TSIA Privacy Policy, any documents referenced or incorporated by reference in any of them, and any later amendment or addendum to any of the foregoing.

1. Partner benefits are as listed on the TSIA website (www.tsia.com/partner-with-tsia) and as specified in the Agreement.
2. In-Person and Virtual Conferences
   1. Exhibit Space Selection (In-Person only). Exhibit space selection is based on two criteria: size (10x10, 10x20, 20x20, etc.), in descending order; and Agreement signing date. Within each size grouping, selection is based on Agreement signing date. If, at any time prior to the conference, Partner upgrades its exhibit space to a larger size, location will be based on space availability as of the signing date of the amended Agreement. Any changes to this process will be noted in the Agreement via an addendum.
   2. Vouchers. Conference attendance vouchers issued with the Agreement can only be used to attend the conference(s) specified in the Agreement and cannot be applied towards the purchase of any other TSIA product or service. No credits or refunds will be issued for unused conference vouchers. Conference vouchers cannot be carried over to a future Agreement. Once redeemed, conference vouchers are subject to the cancellation policy published on the conference website. Full and EXPO-only Conference vouchers are subject to the restrictions specified in the Agreement.
   3. Staffing. Partner shall abide by exhibit space staff limits specified in the Agreement. Registrations cannot be shared among Partner staff.
   4. Expenses (In-Person only). TSIA will provide Partner with the floor space specified in the Agreement for its exhibit space. Partner is responsible for additional exhibit space-related expenses, which can be contracted through TSIA’s conference service provider or a third party exhibition management company of Partner’s choosing. Detailed information for each conference is provided in an exhibitor kit prior to the conference.
   5. Insurance (In-Person only). During the term of the Agreement, Partner and TSIA will carry workers' compensation insurance with statutory limits, and general liability insurance with per occurrence limits of at least $1,000,000.
   6. Additional Insured (In-Person only). For each conference contracted for in the Agreement, Partner is required to submit insurance policy documentation which lists TSIA, the host venue, and the officially appointed General Service Contractor as additionally insured under General Liability for all dates the Partner will be onsite at the venue. This includes installation and dismantle days as well as official conference days.
   7. Hold Harmless (In-Person only). Partner assumes the entire responsibility and liability for losses, damages, and claims arising out of Partner’s activities on the Hotel or Venue premises and will indemnify, defend, and hold harmless TSIA and the Hotel or Venue, its owner, and its management company, as well as their respective agents, servants, and employees from any and all such losses, damages, and claims.
   8. Line Item Substitutions and Cancellations. Substitution or cancellation of individual line items in the Agreement is not permitted.
   9. Partner Cancellation. Partner may, by giving advance written notice, cancel the Agreement to participate in a conference, subject to the following cancellation fees: (i) 180+ days prior to the conference, 20% of the balance due for the conference; (ii) 90 to 180 days prior to the Conference, 50% of the balance due for the conference; (iii) 0 to 90 days prior to the Conference, 100% of the balance due for the conference. After the cancellation fee is applied, any remaining balance of the contracted amount will be re-directed to other TSIA partner program offerings.
   10. Change of Space (In-Person only). TSIA shall have the right, at its sole discretion, to change Partner's exhibit space assignment or the conference location after acceptance if it is deemed in the best interest of the conference. In cases where TSIA elects to exercise its right to change Partner's exhibit space assignment, Partner will be notified in writing of the new assigned location. Any reassignment shall be to an exhibit space which is the same size as the original space.
   11. Conference Cancellation. In the event TSIA cancels a conference, TSIA will issue a credit to be applied to the next conference, or issue a refund, at the direction of Partner.
3. Webinars
   1. TSIA Partner-sponsored webinars are available in three formats:
      1. Single Partner Webinar, typically 45 minutes in duration, with one sponsoring Partner that has sole access to the registration list
      2. Joint Partner Webinar, again typically 45 minutes in duration, sponsored jointly by a TSIA Partner and one of their strategic partners, with both participating in the planning and/or delivery of the webinar and/or having access to the registration list
      3. Virtual Summit, with one or more Partner sponsors, typically 2-3 hours in duration
   2. Rescheduling and cancellation
      1. Webinar dates may be rescheduled no later than 120 days prior to the contracted webinar date, provided alternate dates within the term of the Agreement are available.
      2. Fees due or paid for webinars that are cancelled less than 120 days prior to the contracted webinar date are subject to forfeiture.
      3. Fees due or paid for webinar dates contracted for and not used during the term of the Agreement are also subject to forfeiture.
4. Data Privacy. Under certain circumstances, TSIA may provide the Personally Identifiable Information (PII) of event registrants and attendees to Partner. For the purposes of this Section, “Event” includes webinars, in-person conferences, and virtual, or on-line conferences. Under those circumstances, PII is provided solely for the purpose of event follow-up. Partner 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. Partner shall not share PII derived from participation in a TSIA event with any third party.
   1. For PII generated by attendee visits to Partner's exhibit space, whether on-line or in-person, and per Section 3.4 of the TSIA Privacy Policy, the attendee is subject to Partner's privacy policy.
   2. In cases where TSIA provides to Partner the PII of registrants and attendees for event sessions that Partner has sponsored, TSIA 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 Partner to process the PII for the purposes of outreach related to Partner’s sponsored session.
   3. The collection and use of Partner employee PII is described in the TSIA Privacy Policy.
5. 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.
6. 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 6, 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. Partner shall not provide TSIA 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).
7. Announcements. Upon receipt of a signed agreement, and only with Partner’s written consent, TSIA (a) will publicly announce Partner’s partnership with TSIA via e-mail, web, blog, social media, or other means of digital publication; (b) issue a press release regarding Partner's partnership or involvement in any TSIA activities; and (c) shall have the right to use Partner's name and logo on TSIA's website and other marketing materials for so long as Partner maintains an active partnership.
8. Warranty. The benefits, including but not limited to the Deliverables specified in the Agreement, are provided “as is” and without warranty, and TSIA 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. TSIA further and specifically disclaims any warranty or representation regarding the accuracy, completeness or reliability of any information or analyses made available under this Agreement.
9. Limitation of Liability. NEITHER PARTNER NOR TSIA 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 PARTNER HAS ACTUALLY PAID TO TSIA IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
10. 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.
11. Dispute Resolution. All disputes relating to this Agreement, whether under contract, tort, statute, or otherwise will be resolved by arbitration. Arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”) by a single arbitrator appointed in accordance with the Rules. The arbitration will be conducted in the English language in Santa Clara County, California. 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.
12. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to conflicts of laws provisions thereof. Any disputes arising out of this Agreement not arbitrated under Section 11 above shall be resolved in the federal or state courts located in Santa Clara County, California. 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.
13. Amendments. TSIA reserves the right to change these Terms upon notice to its partners. Partner’s continued partnership or acceptance or use of any Benefits after any such modifications or changes are posted will constitute Partner’s complete and unequivocal acceptance of any such modifications or changes to the Terms. Partner agrees to periodically review these Terms to ensure that it is in compliance with any changes or modifications that are made to the Terms.
14. 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.
15. Transferability. Partner Agreements are not transferable, except under the following condition. Partner has the right to assign or transfer an Agreement in the event that Partner is subject to a change in control, or to an acquisition, merger or sale of all of, or substantially all of Partner assets. TSIA may freely assign or transfer (in whole or in part) this Agreement with or without notice thereof to Partner. Subject to the foregoing, the Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted successors or assigns.
16. 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.