These sponsorship terms and conditions apply between the company identified above (“Sponsor”/ “you”) and Corporate Events Services Pty Ltd t/as Corventus (ABN: 68 113 676 707) (“Organiser” / “Corventus”) and govern your Application for and (if accepted by Corventus) your sponsorship of the OpenText “OpenText Summit Sydney 2024” (“Event”) in addition to the terms set out in the sponsorship prospectus (“Sponsorship Prospectus”) issued by Corventus to you for the Event (collectively, the “Agreement”).

1. Acceptance by Organiser
a. Acceptance/refusal. Sponsor hereby acknowledges that Organiser is not deemed to have accepted Sponsor’s application and its chosen sponsorship package(s) unless and until Organiser so states in writing. Organiser reserves the right to cancel Sponsor’s participation and sponsorship of the Event if payment of the sponsorship fees are not made by the due dates.

b. By submitting an Application, Sponsor agree that the terms and conditions of OpenText’s Code of conduct at Code of Conduct and Privacy Policy at https://www.opentext.com/about/privacy shall also apply to this Event and your participation.

2. Payment Terms
a. Payment: Full amount of the sponsorship fee is payable to OpenText’s elected agency, Corventus. If relevant to your company, a purchase order (PO) must be supplied along with these documents, your signed contract.

b. Invoice/ineligibility. If your application is accepted, Organiser will issue an invoice showing payment due or  acknowledging receipt of payment. Organiser may cancel Sponsor’s sponsorship of the Event by refunding the total Sponsorship fee paid if Organiser, in its sole discretion, determines that Sponsor or its product is ineligible. Organiser makes no warranties regarding the number of persons who will attend the Event. Event dates, hours, and venues may be modified. Sponsor shall be notified in writing of any such change.

c. Taxes and Licenses. Sponsor is solely responsible for obtaining any licenses and permits, and payments of all taxes (including sales and use taxes), license fees, or other charges applicable to its participation in the Event, including taxes collected by Organiser.

3. Assignment and use of space
a. License Grant. Sponsor grants to Organiser and to Open Text Pty Ltd. (as defined in section 9 (MISCELLANEOUS)) the non-exclusive, royalty-free right to use Sponsor’s name and logo in connection with Sponsor’s sponsorship package and the promotion and production of the Event.

b. Space Assignment, Use, Installation, Occupancy and Dismantling. If Sponsor’s sponsorship package includes the provision of a physical or virtual exhibit space at the Event (the “Space”), Organiser will provide the Space for Sponsor to display its qualifying products and services as described in the Sponsorship Prospectus. The total Sponsorship fee includes use of the Space and any other benefits as specified in the Agreement. Organiser reserves the right to refuse the display or promotion of any products or services that compete directly with any OpenText services, products or offerings at the Event.

The location of Space provided to Sponsor will be as determined by Organiser. Organiser may re-assign the Space or alter Event layout or venue at any time. The Space is for Sponsor’s use only, and Sponsor may not share, sell, assign, sublease or charge admission for entry into any portion of the Space (including to an affiliated company) without Organiser’s prior written consent. Sponsor must fully occupy the Space and must provide displays, equipment, carpeting, etc. unless Organiser specifies otherwise. Set up of Sponsor’s Space must be completed by the designated bump in dates as set by Corventus. Sponsor’s activities must be confined within the Space, and must be in support of products or services directly related to Sponsor’s normal business activities. Organiser may refuse permission to exhibit, or require Sponsor to remove from the Event venue at Sponsor’s cost, any products or services that Organiser deems objectionable or unsuitable for the Event. At the Event, Sponsor may not exchange goods or money (including on behalf of a third party) without Organiser’s prior written consent.

c. Own Risk. Persons visiting, viewing, or otherwise participating in Sponsor’s Space are deemed the invitees or licensees of Sponsor and are not the invitees or licensees of Organiser. Sponsor has sole responsibility for any loss of its equipment or proprietary information, or any other loss, including any subrogation claims by its insurer.  Corventus, its subsidiaries and the venue will not accept responsibility or be liable for the loss or damage to any equipment, personal belongings or merchandise left on the premises prior to, during, or after the Event.

d. Third Party Contractors. Organizer may require Sponsor to use designated third-party contractors to provide certain services (“Required Contractors”), and Sponsor must then use only the Required Contractors for such services. Notwithstanding such designation, Required Contractors and third-party vendors listed in the Manual act solely as independent contractors, and Organizer is not responsible for their performance, acts, or omissions.

e. Other Events and Marketing. Sponsor agrees that it may not use the Event to leverage or promote any other event in which Sponsor is a sponsor or participant. During the Event, Sponsor may not promote its products or organization within 500 metres of any Event locations, except in advertising contained in periodicals or similar regularly published

media, or as permitted by this Agreement or by Organiser in writing.

f. Acceptance/refusal. Organiser may apply any payments made by Sponsor pursuant to the Agreement to any obligation that is past due under any other event- related Agreement between Sponsor and Organiser, in which case Organiser will notify Sponsor of such application.

4. Compliance with laws and rules
a. Laws and Rules. Sponsor must comply with all applicable laws, regulations, and ordinances in connection with its participation in the Event and this industrial awards, and the terms in the Exhibitor Services Manual issued by Organiser to you for the Event (“Event Manual”).

b. Third Party Proprietary Rights. Sponsor agrees that it will not violate any proprietary rights of third parties in connection with its participation in the Event, including but not limited to the performance, distribution, or posting of copyrighted material without a license, assignment, or other legally effective permission.

c. Compliance: Sponsor is responsible for all delegates representing the Sponsor at the Event and shall ensure that itself and its delegates shall act in a responsible and professional manner at all times.  All attendees will not be involved in any conduct or make any statement either orally or in writing which in the reasonable opinion of the Organiser, is likely to cause detriment, disrepute, damage, injury or loss to the Organiser, including without limitation any inappropriate behavior, harassment, violence, racial vilification, intoxication, downloading illegal or offensive material using internet services provided during the Event, or any other act or behavior which interferes with the enjoyment, comfort or safety of other persons

d. Event Rules and Regulations: At a physical event, the health and safety of event participants and the broader community are important to us. For purposes of Sponsor’s participation in the Event, Sponsor shall (i.) adhere to the relevant government directions, health and work safety advice, work orders and regulations which are in place and are relevant to the event, including isolating if unwell or presenting symptoms such as fever, cough, sore throat, and/or shortness of breath; (ii.) adhere to Organiser’s and the operators’ health and safety guidelines based on best practice and relevant government health and work safety advice; and (iii.) If required, undertake to sign and agree to documents or forms in relation to COVID-19 issued by Organiser and/or the event venue/organiser.
e. The Organiser and Corventus reserves the right to remove you from the Event and/or exclude your participation in the Event and any future events, without compensation to you, if in its sole discretion (a) Sponsor or its delegates’ behaviour is or becomes inappropriate, offensive or abusive, (b) it is necessary to prevent damage to any property (c) it is necessary on medical or health and safety grounds (including possible harm or injury to any person).

5. Cancellation or termination
a. Cancellation. Organiser may, by providing notice to Sponsor, cancel the Event, in whole or in part, for any reason beyond its reasonable control, including but not limited to, natural or public disaster, domestic or international acts of terrorism, wartime, act of God, venue construction, insufficient participation or funding, market fluctuations, government regulation, or similar reasons, in which case Organiser will refund to Sponsor any Sponsorship fees already paid to Organiser that have not yet been expended or that are recoverable by the Organiser, after which Sponsor will have no further recourse against Organiser.

b. Termination. Organiser may take possession of the Space (if applicable) and terminate Sponsor’s participation in the Event, in whole or in part, if Sponsor fails to meet any obligations under the Agreement, including but not limited to Sponsor’s failure to (i) pay for the Space or related services, (ii) set up its exhibit, (iii) maintain all exhibited products in good working order, (iv) staff the Space fully and in a timely manner, or (v) comply with Organiser’s standards of conduct (including, but not limited to, engaging in violent, illegal, threatening, or discriminatory conduct). All payments to Organiser are deemed fully earned and non-refundable when due. The amounts due from Sponsor under the Agreement as of the effective date of any termination belong to Organiser and represent an agreed measure of compensation, and are not to be deemed or construed as a forfeiture or penalty.

6. Organiser materials
a. Any methodologies and planning materials distributed to Sponsor related to the planning or execution of the Event, including the Event Manual (“Organiser Materials”) are owned exclusively by and are confidential information of Organiser. Organiser grants to Sponsor a non- transferable, non-exclusive license, “as is” to use such Organiser Materials solely in connection with Sponsor’s participation in the Event.

b. Upon completion of the Event or earlier termination of this Agreement, Sponsor must promptly return the Organiser Materials, including the Event Manual, to Organiser upon Organiser’s written request.

c. Sponsor may use without Organiser’s prior written permission, but may not sell, lease or rent, any lists of Event exhibitors or attendees provided by the Organiser to Sponsor as part of Sponsor’s sponsorship package for the specific purposes identified in the Sponsorship Prospectus.

7. Limitation of liability; indemnity

a. To the extent permitted by law, under no circumstances will Corventus, OpenText or any of their affiliated entities or employees, and/or the owner or operator of the venue of the Event or their affiliated entities and employees (the “Event Providers”) be liable for lost profits, business or data or any indirect, incidental, consequential, or exemplary loss or damages for any of their acts of omissions in connection with the Event, whether or not the Event Provider has been apprised of the possibility of any such loss or damages. To the extent permitted by law, in no event will the Event Providers’ aggregate liability hereunder, or otherwise in connection with the Event, exceed the amounts actually paid by Sponsor pursuant to this Agreement. To the extent permitted by law, none of the Event Providers are liable to you for any damage, loss, harm, or injury to the person, property, or to your business, or any of your visitors, officers, agents, employees, or other representatives, resulting from theft, fire, earthquake, water, unavailability of the venue or  intermediate staging facilities, demonstrations, stagings, insufficient participation, or any reason beyond the reasonable control of the Event Providers, except to the extent such liability arises directly from the wilful misconduct of an Event Provider against whom liability is sought to be assessed.

b. Sponsor agrees to defend, indemnify and hold harmless the Event Providers from and against any claims, investigations, threats, allegations, loss, liability, costs, expenses or damage suffered arising from or relating to:

i. your construction or maintenance of an unsafe exhibit.

ii. any personal injury, death or property damage suffered by any person when using or entering or near any portion of your exhibit which arises as a result of any negligent act or omission of you or your agents.

iii. your use of your exhibit, including keeping the permitted area clean of all rubbish, not obstruct the common areas;

iv. anything that in the opinion of the company may be a nuisance or may become an annoyance or disturbance to other Sponsors.

v. negligence or wilful misconduct by you or your agents, and/or vi. Your breach of applicable laws and regulations in relation to the Event.

c. Sponsor shall be fully responsible to pay for any and all damages to the Event venue, its owners or managers, which results from any act or omission of Sponsor. Sponsor agrees to defend, indemnify and hold harmless, the conference facility, its owners, managers, officers or directors, agents, employees, subsidiaries and affiliates, from any damages or charges resulting from Sponsor’s negligent use of the venue, including the Space.

d. Except as expressly provided in this Agreement, Organiser excludes, to the extent permitted by law, all warranties, representations and conditions in respect to the Agreement and the Event, whether implied by law, trade, custom or otherwise. Where Organiser is liable to Sponsor for a breach of an implied warranty, guarantee or condition that may not be excluded, Organiser’s liability will, to the extent permitted by law, be limited to any one or more of the following (at Organiser’s option): i. in the case of the supply of goods under this Agreement (if any): 1.the replacement of the goods or the supply of equivalent goods or the payment of the cost of replacing the goods or acquiring equivalent goods; 2. The repair of the goods or the payment of the cost of having the goods repaired; ii. Or in the case of the supply of services under this Agreement: 1.the supplying of the services again; or 2.the payment of the cost of having the services supplied again against Organiser.

8. Insurance
Sponsor shall at all times effect and keep current a public liability insurance policy with a reputable insurer in an amount not less than AUD$ 10,000,000. Sponsor shall provide a certificate of currency upon request by Corventus.

9. Release
Sponsor acknowledges that the Event may be recorded or reproduced, and Sponsor authorizes Organiser and OpenText and its designees to record, transcribe, modify, reproduce, perform, display, and distribute in any form and for any purposes any such recording of the Event and agrees to execute or procure the execution of any additional releases presented by Organiser, its licensees, or permittees, in connection with such activity. Sponsor hereby releases Organiser and its designees from, and waives or procures the waiver of all claims it or its employees or agents may possess, now or in the future, in connection with such activities, and Sponsor specifically waives any statutory restriction on waivers of future claims or moral rights.

10.Privacy
a. Sponsor may receive personal information of the attendees during the Event and Sponsor shall ensure that it shall comply with the obligations of the Australian Privacy Principles and Privacy Act 1988 at all times.  Sponsor consents to Organiser collecting and storing personal information provided by Sponsor or its delegates for the purposes of (i) administering and managing the Event, including that Tourism Australia will share your information with all relevant suppliers and third parties involved in the delivery of the Event; (ii.) distributing your information to other event participants and sponsors; and (iii.) to contact you in the future for purposes relating to the Event or to promote future events. 

b. All information collected will be handled in accordance with the Organiser’s Privacy Policy which also contains information about disclosure and right of access.

11. Miscellaneous
Where used in the Agreement, “OpenText” means Open Text Pty Ltd, Level 6, 80 Pacific Highway, North Sydney, NSW 2060. ABN 98 071 903 010 Where the Agreement confers rights and benefits on OpenText, Corventus contracts as trustee of such rights and benefits on OpenText’s behalf. a. The Agreement will constitute the entire agreement between Sponsor and Organiser concerning its subject matter, and may only be modified in writing signed by Organiser. Organiser’s rights under this Agreement are not deemed waived except as specifically stated in writing and signed by an authorized representative of Organiser. If any term of this Agreement is declared invalid or unenforceable, the remainder continues in full force and effect. Organiser may assign or novate this Agreement or its rights or responsibilities hereunder to any other party. This Agreement shall be governed by, and construed in accordance with, the laws of New South Wales and each party irrevocably agrees that the Courts of New South Wales shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising there from.  The parties further agree that any legal proceedings shall be conducted in the English language. Sponsor may not assign or novate this Agreement to any other party, including a successor in interest, or in the event of a merger or sale of assets, without the prior written consent of Organiser, in which circumstance Sponsor must guarantee performance of the assigned or novated obligations. This Agreement is binding upon the heirs, successors, and permitted assigns of Sponsor.