Sponsor Terms and Conditions

This SPONSORSHIP AGREEMENT (the “Agreement”) is made between Gradle, Inc. (“Gradle” or “Company”), and the sponsor (“Sponsor”) identified in the Developer Productivity Engineering Summit Sponsorship Invoice (“Sponsorship Invoice”) (each of Gradle and Sponsor, a “Party” and together, the “Parties”) and shall be effective as of the date set forth on the Sponsorship Invoice (the “Effective Date”). This Agreement sets forth the terms and conditions under which Sponsor will participate as a sponsor of the Conference (as defined below). In consideration of the mutual covenants, terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Conference Sponsorship, Location, and Date. Company hereby engages Sponsor, and Sponsor hereby accepts such engagement, and agrees to participate as a sponsor, at the sponsorship level set forth in the DPE Summit Sponsorship Benefits Exhibit attached as Exhibit A hereto (the “Sponsorship Benefits Exhibit”), at Company’s Developer Productivity Engineering Summit (“Conference”), which will be held on September 23-24 at The Midway, 900 Marin Street, San Francisco, California, USA (the “Venue”). Company reserves the right, in its sole discretion, to change the site, hours, or dates of the Conference. Company will attempt to notify Sponsor of any such changes as far in advance as possible.
Sponsorship Fee. In consideration of Sponsor’s payment of the sponsorship fee (the “Sponsorship Fee”) set forth on Sponsorship Benefits Exhibit, Company shall provide Sponsor with the sponsorship benefits (the “Sponsorship Benefits”) set forth on the Sponsorship Benefits Exhibit. In consideration of and subject to Company’s provision of the Sponsorship Benefits, Sponsor shall pay Company 100% of the Sponsorship Fee within thirty (30) days of receipt of the Sponsorship Invoice. Payment can be accepted via ACH and wire transfer. All payments must be received prior to the commencement of the Conference for sponsors to be able to participate. Except as otherwise set forth in this Agreement, the Sponsorship Fee shall be non-refundable. All Sponsor messages and/or content to be presented at or in connection with the Conference in accordance with the Sponsorship Benefits Exhibit shall be subject to vetting and final approval by the Company. Sponsor shall be responsible for meeting all deadlines for promotional materials or content to be presented at or in connection with the Conference. No discounts or refunds will be provided to Sponsor in the event of Sponsor’s failure to provide materials to Company by the Company’s designated deadline for such materials.
Logo License. Sponsor hereby grants Company, and Company hereby accepts, a worldwide, non-exclusive, non-transferable, non-sublicensable right and license to use the name, logo, and trademarks (the “Marks”) of Sponsor solely as necessary to provide the Sponsorship Benefits in connection with the Conference during the Term. Company hereby grants Sponsor, and Sponsor hereby accepts, a non-exclusive, non-transferable, non-sublicensable right and license to use the Marks of Company solely as necessary in advertising, marketing and promotional materials to identify and promote Sponsor’s association with the Conference and its status as a Sponsor of the Conference. Each Party shall use the other Party’s Marks solely in accordance with the other Party’s trademark usage guidelines and quality control standards. All uses of a Party’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of such Party, and each Party shall retain all right, title, and interest in and to its Marks.
Conference Rights. Sponsor acknowledges that (i) all profiles, speaker nominations, presenter nominations, guest passes, gifts/giveaways, and other matters pertaining to the Conference shall be within the sole judgment, discretion and control of Company; (ii) Sponsor shall have no right in or to the Conference or any revenue derived by Company or its agents therefrom; (iii) Sponsor shall have no right in or to, and no interest in, any Marks, logo, trade name, trademark, service mark, copyright or other intellectual property relating to Company or arising from the Conference. Sponsor will ensure that all copy, logos, Marks, signage etc. (“Materials”) proposed by Sponsor for presentation or distribution are accurate, correct and complete and do not contain any information which may cause offense to any person or which is defamatory to any person, and complies with the Conference Code of Conduct, attached hereto as Exhibit B. Sponsor will ensure that the content of all Materials complies with all applicable laws. Sponsor warrants that the Materials do not infringe the intellectual property rights of any third party, that it is the owner or duly authorized licensee of the Materials, and that Company’s use of the Materials will not infringe, misappropriate, or otherwise violate the rights of any third party. Sponsor hereby grants to Company a worldwide, non-exclusive, royalty free license to use the Materials in connection with the Conference or for other advertising or marketing purposes. While Company will take all reasonable care in relation to the production of material and information incorporating the Material, Company will not in any event be responsible to Sponsor for any omissions, misquotations or other errors which may occur. Company reserves the right to refuse to use any Material in relation to the Conference and may remove or delete such Material at its discretion without any liability to Sponsor.
Limitation of Liability. NEITHER COMPANY NOR THE VENUE SHALL BE HELD LIABLE FOR ANY DAMAGE, INJURY OR LOSS TO SPONSOR’S PROPERTIES OR REPRESENTATIVES PARTICIPATING IN THE CONFERENCE WHERE SUCH DAMAGE, INJURY OR LOSS DOES NOT ARISE SOLELY FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF COMPANY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL COMPANY OR ITS SUPPLIERS BE LIABLE TO SPONSOR FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE SPONSORSHIP FEES PAID BY SPONSOR TO COMPANY UNDER THIS AGREEMENT.
Indemnification. Sponsor agrees to indemnify and hold harmless Company and its officers, directors, representatives, vendors, suppliers, employees, agents, successors and assigns from and against from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, resulting from any claim, suit, action, or proceeding arising out of or related to (i) Sponsor’s Materials, solely as used, presented, displayed and distributed without alteration and otherwise in strict compliance with this Agreement, (ii) Sponsor’s breach of any representation, warranty, covenant or obligation of Sponsor under this Agreement, and/or (iii) Sponsor’s gross negligence or willful misconduct.
Waiver. To the maximum extent permitted by applicable law, Sponsor expressly (i) waives all rights, if any, to assert any claims against Company, the Venue and their parents, subsidiaries, affiliates, members, successors, employees, representatives and (ii) releases such parties from all liability for (a) property damage of any kind and for any reason and (b) any personal injury, including death or other loss, for any reason, provided, that, such damage or injury is not solely due to the gross negligence or willful misconduct of Company, the Venue or any of their parents, subsidiaries, affiliates, members or employees. Sponsor accepts all responsibility for any injury or public liability incurred as a direct result of or relating to the Conference, except to the extent caused solely by the gross negligence or willful misconduct of Company or the Venue.
Insurance. Throughout the Term of this Agreement, Sponsor shall maintain, at its sole cost and expense, a comprehensive general liability insurance policy with contractual liability coverage and combined single limits in the limited amount of no less than USD$2,000,000 per occurrence for personal injury and property damage. Such insurance shall provide coverage insuring against loss, damage or liability for injury or death to persons and loss or damage to property and shall not exclude property of the Venue. Company, the Venue, together with their respective owners and operators, shall be included in such policies as additional named insureds. Sponsor acknowledges that neither Company, the Venue nor their respective owners and operators, maintain insurance covering Sponsor’s property and that it is the sole responsibility of Sponsor to obtain business interruption and property damage insurance covering any losses by Sponsor.
Independent Contractors. The parties hereto are independent contractors. Nothing herein shall be deemed to constitute either party as the representative, employee, agent, partner or joint venture of the other.
Term. The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any express provisions of the Agreement, will continue in effect until the later of, the completion of the Event, or both Parties’ fulfillment of their respective obligations under this Agreement (the “Term”).
Termination; Cancellation. Company reserves the right to cancel the Conference or to terminate this Agreement for any reason or for no reason upon at seven (7) days prior written notice to Sponsor (“Termination for Convenience”). Upon any Termination for Convenience by Company, Company’s sole liability to Sponsor, and Sponsor’s exclusive remedy, shall be a refund of any Sponsorship Fees actually paid by Sponsor under this Agreement. Sponsor may cancel this Agreement at any time upon written notice to Company, provided that Company is entitled to retain if already paid (or Sponsor is required to pay if no payment has been made) 100% of the Sponsorship Fees paid or payable under this Agreement. Either Party may terminate this Agreement immediately upon written notice to the other party if the other Party materially breaches this Agreement, and such breach (i) is incapable of cure, or (ii) being capable of cure, remains uncured for fifteen (15) days after the non-breaching Party provides the breaching Party with written notice thereof. In the event of termination by Sponsor due to material breach of Company, Company’s sole liability to Sponsor, and Sponsor’s exclusive remedy, shall be a refund of any Sponsorship Fees actually paid by Sponsor under this Agreement.
Force Majeure. Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing its obligations hereunder where such failure to perform was due to any acts of God, flood, fire, or explosion, war, terrorism, invasion, riot, or other civil unrest, pandemic or epidemic, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns, or other industrial disturbances, passage of law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, or national or regional shortage of adequate power, telecommunications, or transportation facilities (each of the foregoing, a “Force Majeure Event”), in each case, provided that (A) such event is outside the reasonable control of the affected Party; (B) the affected Party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue; and (C) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
Miscellaneous. Company reserves the right to refuse any person entry to the Conference or to remove any person from the Conference at any time. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations concerning the subject matter hereof.By paying the Sponsorship Invoice, Sponsor acknowledges and agrees to the terms of this Agreement. In no event shall the preprinted terms or conditions found on any purchase or work order, invoice or any other statement, other than the Sponsorship Invoice be considered an amendment or modification of this Agreement, even if such documents are signed by representatives of one or both parties; such preprinted terms or conditions shall be considered null and void. In the event of a conflict between the terms of this Agreement and any other documents or than the Sponsorship Invoice, the terms of this Agreement shall control. Sponsor authorizes Company to provide contact information including Sponsor’s address, phone number, e-mail address and contact name to any service vendor contracted to conduct work at the Conference. This Agreement shall be governed by the laws of the State of California without regard to conflicts of law’s provisions thereof. Unless waived by Company in its sole discretion, the jurisdiction and venue for any action arising out of or relating to the subject matter of this Agreement shall be in the state and federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts. Sponsor may not assign or transfer this Agreement. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement can only be modified in a written document signed by Company and Sponsor. No failure by either party in exercising any right, power or remedy shall operate as a waiver of the same. Sections 3 through 14 hereof and any accrued rights to payment and remedies for breach of this Agreement shall survive, in accordance with their terms, the completion of the Conference or the expiration or termination of this Agreement.

Exhibit A

Sponsorship Benefits Exhibit

Unless otherwise described in the Sponsorship Invoice, Sponsor’s Sponsorship Benefits shall be as set forth below for the tier where the applicable checkbox is checked.

Booth Sponsorship

Sponsorship Fee: $6,000 USD

Company branding in the general session room
Company branding on looping slide in general session room
Company branding on the event app used by attendees and speakers
Company description to be used in marketing and promotional materials ahead of event
(1) Company branded “booth” to use for demos, giveaways, or to engage with attendees.
DPE Summit tickets for company delegates
Company logo inclusion on the event website
(2) Social Media posts about company sponsorship from official Gradle account(s)
Media list provided 2 weeks prior to event (if applicable)
Company mention in event press release

Happy Hour Sponsorship (1 Day)

Sponsorship Fee: $7,500 USD

Company branding in the general session room
Company branding on looping slide in general session room
Company branding on the event app used by attendees and speakers
Company description to be used in marketing and promotional materials ahead of event
DPE Summit tickets for company delegates
Company logo inclusion on the event website
(2) Social Media posts about company sponsorship from official Gradle account(s)
Media list provided 2 weeks prior to event (if applicable)
Company mention in event press release
Custom named drinks at Happy Hour and Custom Signage during Happy Hour

Happy Hour Sponsorship (Full Conference)

Sponsorship Fee: $12,000 USD

Company branding in the general session room
Company branding on looping slide in general session room
Company branding on the event app used by attendees and speakers
Company description to be used in marketing and promotional materials ahead of event
DPE Summit tickets for company delegates
Company logo inclusion on the event website
(2) Social Media posts about company sponsorship from official Gradle account(s)
Media list provided 2 weeks prior to event (if applicable)
Company mention in event press release
Custom named drinks at happy hour and custom signage during happy hour

Lunch Sponsorship (1 Day)

Sponsorship Fee: $6,500 USD

Company branding in the general session room
Company branding on looping slide in general session room
Company branding on the event app used by attendees and speakers
Company description to be used in marketing and promotional materials ahead of event
DPE Summit tickets for company delegates
Company logo inclusion on the event website
(2) Social Media posts about company sponsorship from official Gradle account(s)
Media list provided 2 weeks prior to event (if applicable)
Company mention in event press release
Custom branded grab and go lunches and custom signage during lunch

Lunch Sponsorship (Full Conference)

Sponsorship Fee: $10,000 USD

Company branding in the general session room
Company branding on looping slide in general session room
Company branding on the event app used by attendees and speakers
Company description to be used in marketing and promotional materials ahead of event
DPE Summit tickets for company delegates
Company logo inclusion on the event website
(2) Social Media posts about company sponsorship from official Gradle account(s)
Media list provided 2 weeks prior to event (if applicable)
Company mention in event press release
Custom branded grab and go lunches and custom signage during both lunches at conference

Showdown Sponsorship

Sponsorship Fee: $8,000 USD

Company branding in the general session room
Company branding on looping slide in general session room
Company branding on the event app used by attendees and speakers
Company description to be used in marketing and promotional materials ahead of event
DPE Summit tickets for company delegates
Company logo inclusion on the event website
(2) Social Media posts about company sponsorship from official Gradle account(s)
Media list provided 2 weeks prior to event (if applicable)
Company mention in event press release
Company branding during “Showdown” event on Day 1 of conference

Snack Break Sponsorship (1 day)

Sponsorship Fee: $3,000 USD

Company branding in the general session room
Company branding on looping slide in general session room
Company branding on the event app used by attendees and speakers
Company description to be used in marketing and promotional materials ahead of event
DPE Summit tickets for company delegates
Company logo inclusion on the event website
(2) Social Media posts about company sponsorship from official Gradle account(s)
Media list provided 2 weeks prior to event (if applicable)
Company mention in event press release
Custom signage during (1) snack break at conference

Recharge Station Sponsorship (Full Conference)

Sponsorship Fee: $8,000 USD

Company branding in the general session room
Company branding on looping slide in general session room
Company branding on the event app used by attendees and speakers
Company description to be used in marketing and promotional materials ahead of event
DPE Summit tickets for company delegates
Company logo inclusion on the event website
(2) Social Media posts about company sponsorship from official Gradle account(s)
Media list provided 2 weeks prior to event (if applicable)
Company mention in event press release
Company branding in “recharge station” room known as Carousel at venue

Outdoor Lounge Sponsorship (Full Conference)

Sponsorship Fee: $8,000 USD

Company branding in the general session room
Company branding on looping slide in general session room
Company branding on the event app used by attendees and speakers
Company description to be used in marketing and promotional materials ahead of event
DPE Summit tickets for company delegates
Company logo inclusion on the event website
(2) Social Media posts about company sponsorship from official Gradle account(s)
Media list provided 2 weeks prior to event (if applicable)
Company mention in event press release
Company branding in outdoor lounge area on the street on venue including custom signage

Exhibit B

Code of Conduct

Developer Productivity Summit Code of Conduct

All attendees, speakers, sponsors, and exhibitors (“Participants”) at Gradle’s Developer Productivity Engineering Summit event (“DPE Summit”) are required to comply with the DPE Summit Code of Conduct (the “Code of Conduct”). The guidelines set forth below in our Code of Conduct have been designed to promote a safe and positive experience for all. The DPE Summit organizers will enforce this Code of Conduct throughout the event. Violations of the Code of Conduct by any Participants will not be tolerated, and the DPE Summit organizers may, at their sole discretion, take any action they deem appropriate in response to violations of the Code of Conduct, including warning or expelling any offender without a refund.

We are dedicated to providing a harassment-free conference experience for everyone at the DPE Summit, regardless of age, body size, visible or invisible disability, ethnicity, sex characteristics, gender identity and expression, level of experience, education, socio-economic status, nationality, personal appearance, race, caste, color, religion, or sexual identity and orientation.
Intimidation, harassment, abuse, discriminatory, derogatory, or demeaning speech, materials, or conduct by any Participants of the DPE Summit at the DPE Summit and related event activities is strictly prohibited.
Any violence, threats of violence, or violent language directed against another Participant is strictly prohibited.
We expect everyone in attendance to act and interact in ways that contribute to an open, welcoming, diverse, inclusive, and healthy environment at the DPE Summit.
Sexual language and imagery and any lewd or offensive conduct or behavior is prohibited at all DPE Summit venues and related events including talks, workshops, parties, or any social media channel.
We require Participants to follow these guidelines at the DPE Summit including at workshop venues and conference-related social events.

If you are being harassed, notice that someone else is being harassed, or witness any violations of the Code of Conduct, please contact a member of the DPE Summit staff immediately. We will maintain the anonymity of anyone who reports any violations of the Code of Conduct, except as otherwise required by applicable law or as ordered by any court of competent jurisdiction.

By attending the DPE Summit, you agree to abide by these guidelines.