General

All terms defined in the General T&Cs shall have the same meaning in the General Terms and Conditions and, unless otherwise stated or unless the context otherwise requires:

Advertiser Infrastructure means such infrastructure, vehicles and any other equipment whatsoever which you intend to use in relation to the Event(s) to exercise the Event Rights or receive the Experiential Services;

Advertiser Mark(s) means the Advertiser’s logo as set out in the Order or as otherwise provided by you to us;

Artist(s) means any artist(s) engaged by us to perform at all or any of the Event(s);

Contractor’s Pack means the information provided to you by us or on our behalf in relation to the Event(s), to include by way of example, health and safety policies and recycling policies;

Event(s) means the event or experiential activation as set out in the Order;

Event Mark means the composite logo created by us or on our behalf in connection with the Event(s), incorporating the Advertiser Mark(s);

Event Regulations means the Contractor’s Pack, the Venue Hire Agreement(s), the Venue Rules and all Licences;

Event Rights means the rights granted by us to you as set out in the Order;

Experiential Services means the services to be provided by us to you as set out in the Order;

Licences means any and all licences, permissions and consents in relation to the Event(s), including the premises licence, personal licences, all licences and permissions granted by the local authority, licensing authority and/or third party in relation to the Event(s);

Sector means the category set out in the Order (if any);

Territory means the territory set out in the Order;

Venue means the venue or location at which the Event(s) will be held, as set out in the Order;

Venue Hire Agreement(s) means the agreement(s) in relation to the hire of the Venue(s) for the Event(s); and

Venue Rules means any and all rules relating to the Venue(s) made known to you by us or by any third party on our behalf and/or the owner or operator of the Venue directly, whether in writing, online or otherwise.

Event Rights and Experiential Services

• In consideration of and subject to the payment of the Fee, we:
  • hereby grant you the Event Rights for use by you in the Territory in accordance with and subject to the terms of this Agreement during the Term; and
  • will provide the Experiential Services to you in accordance with the terms of this agreement.
• Unless stated otherwise in the Order, the Event Rights and Experiential Services are non-exclusive.
• For the avoidance of doubt, you will be responsible for all costs incurred by you (or on your behalf) in connection with the exercise of the Event Rights and the receipt of the Experiential Services, save where this Agreement expressly provides otherwise.
• Without prejudice to any other term in this Agreement, you shall not:
  • do anything in relation to the Event Rights, Experiential Services and/or Event(s) unless the same has been approved by us in writing and shall comply with our reasonable instructions in relation to the Event(s), the Event Rights and Experiential Services at all times;
  • at any time use any or all of the Event Rights or do anything in relation to the Event Rights, Experiential Services and/or Event(s) in any manner which is materially prejudicial to us, any Kube Media Company, any Event(s), any Artist(s), any Talent and/or any partner or client of ours or any Kube Company; or
  • use any “official designation” without our prior written approval.
• You will, unless agreed otherwise with us:
  • only exercise the Event Rights at the Event(s) within the Venue(s) and not outside the boundary of the Venue(s);
  • not use the name(s), logo(s), likenesses and/or biographical material(s) of any Artist(s) and/or For the avoidance of avoid doubt, any such use in a way which may directly or indirectly suggest a commercial tie-up and/or endorsement between you and any Artist(s) and/or Talent (including your products and/or services) is expressly prohibited; and
  • not advertise, publicise, promote and/or otherwise commercially exploit your own products, goodwill and/or reputation through your association with the Event(s) without our prior written approval.
• You acknowledge and agree that the Talent are engaged on a non-exclusive and non-ambassadorial basis unless otherwise set out in the Order.
• You will:
  • provide all documentation in relation to the Event Rights and/or Experiential Services as reasonably requested by us, on demand, including all risk assessments and method statements;
  • install, operate and remove any Advertiser Infrastructure (all as approved by us) at the Venue(s) at such times as stated by us;
  • not alter or re-site the appearance and/or layout of the Advertiser Infrastructure once it has been finalised and approved by us;
  • keep and maintain the Advertiser Infrastructure (including interior, exterior, fittings and equipment installed therein) in clean, orderly, sanitary and good repair at all times during the Event(s);
  • ensure that the Advertiser Infrastructure is fully operational on each day of each of the Event(s) and during all inspections and that you have sufficient Advertiser Infrastructure and Advertiser Personnel at the Venue(s) in order to exercise the Event Rights in accordance with the terms of this Agreement;
  • not exercise or seek to exercise the Event Rights in respect of (i) any product or category of product other than the Products and/or (ii) any brand other than the Brand;
  • submit all Advertiser Materials (including all promotional materials) to us for our prior approval; and
  • ensure that all Advertiser Infrastructure and all your Personnel are removed from the Venue(s) by such time and date as stipulated by us from time to time.
• If there is a material failure by us to deliver any of the Event Rights and/or Experiential Services for any reason other than your act or omission, we shall, if reasonably possible to do so, following notice from you thereof, offer you for your approval appropriate substitution rights or services of a broadly equivalent value to the Event Rights and/or Experiential Services that we have failed to If such substitution rights or services are approved by you, such rights shall thereafter be deemed to be Event Rights and such services shall be deemed to be Experiential Services and you will not be entitled to any other remedy in respect of the non-delivery of the Event Rights and/or Experiential Services which have been replaced by the substitution rights or services.
• The Parties agree with each other that they shall co- operate, liaise and consult with each other on a regular basis in order to give effect to and implement the provisions of this agreement.
• We shall not be liable for any failure to provide any Event Rights and/or Experiential Services which we are obliged to provide hereunder to the extent that such failure arises as a result of any act or omission of you or any of your Personnel.

Venue Damage

If you and/or any of your Personnel, cause any damage to the Venue(s) and/or any materials, equipment or structure at the Venue(s), you will immediately pay to us all third party costs (without any deduction or set off, whether legal or equitable) incurred by us in relation to the rectification thereof.

Tickets

• If any tickets and/or passes for the Event(s) are provided to you hereunder, you will ensure, unless agreed otherwise in writing with us or as stipulated in the Order, that such tickets are:
  • only used by your Personnel or business guests;
  • only used in accordance with the ticket terms and conditions; and
  • not sold or distributed to any third party, subject to clause 1.1 of these Event & Experiential T&Cs.

Advertiser Infrastructure, Activities and Accreditation

• In good time before the Event(s), you will provide full details to us of all Advertiser Materials and Advertiser Infrastructure you wish to use and activities you wish to undertake either during or in relation to the Event(s) in order to exercise the Event Such Advertiser Materials, Advertiser Infrastructure and activities shall be subject to our prior written approval.
• We shall not be responsible for the loss or damage to any Advertiser Infrastructure and/or Advertiser Materials brought into the Venue, unless such loss is directly caused by any act of All Advertiser Infrastructure shall, subject to the provisions of clause 9.1 of the General T&Cs, otherwise be at your sole risk and responsibility.
• You acknowledge and agree that the accreditation for the Venue(s) shall be run solely by us and you will ensure that your Personnel comply, at all times, with our accreditation
• We reserve the right to refuse to admit to, or remove from, the Venue(s) any of your Personnel whose admission or presence would, in our reasonable opinion, be undesirable or would represent a threat to confidentiality or We shall notify you of any such refusal and/or removal and the exclusion of any such individual(s) from the applicable Venue(s) shall not relieve you from the performance of your obligations under this Agreement.

Warranties

• You warrant, undertake and represent to us that you:
  • will obtain and maintain in force at all times all licences, consents, certificates, registrations, permissions, permits and waivers needed to exercise the Event Rights and receive the Experiential Services;

• will perform your obligations hereunder and exercise your rights hereunder in accordance with all Applicable Regulations, the Event Regulations and all requirements set out in the Order; and
• will at all times, act in an open manner and in the utmost good faith and shall provide us with any information reasonably requested by us in connection with our activities hereunder.
• You will not, without our prior written approval, engage in any joint promotional activity or otherwise exploit any of the Event Rights or receive the Experiential Services with or in connection with any third party nor exercise and/or receive them (as applicable) in any manner such that confusion may arise in the minds of the public as to who the sponsor of the Event(s) is and in relation to which Sector.
• We warrant and undertake that we will:
  • organise the Event(s) to the best of our ability in accordance with good industry standards and practice;
  • deliver the Event Rights and provide the Experiential Services to you;
  • ensure that, where necessary, there is a valid premises licence in place for each Venue for the duration of the Event(s);
  • have the right to use and license the use of the Event Mark in the Territory to the extent required for you to exercise the Event Rights and use the Event Mark in accordance with the terms of this Agreement; and
  • provide reasonable support to you in the course of you seeking to exercise the Event Rights and/or receive the Experiential services.

Intellectual Property

• You hereby grant us (and/or will procure that any third- party owner of the IPR in the Advertiser Materials will grant to us) a non-exclusive, irrevocable, royalty free licence to use the Advertiser Mark(s) for all purposes relating to the delivery of the Event Rights and/or provision of the Experiential Services hereunder.
• You will at your own expense supply to us the finished artwork of Advertiser Mark(s) within a reasonable time from the Effective Date and in a suitable form to enable the Advertiser Mark(s) to be used by and reproduced by us in order for us to provide the Event Rights and/or Experiential Services to you.
• You agree and consent to the use and reproduction by us or on our behalf of the Advertiser Mark(s) in any audio, visual and audio-visual or electronic recordings of the Event(s) and/or in the Experiential Services (in the sense of incidental inclusion thereof), by all or any means and in all or any form of media whether now known or invented in the future which you acknowledge we may use for any purpose in perpetuity.
• You will not in any way alter the Event Mark(s).
• You acknowledge that you will not acquire by the operation of this Agreement or otherwise any IPR relating to the Event(s), any Artist(s) and/or any Talent.
• We hereby grant you and you accept a non-exclusive, non-assignable, royalty free licence to use the Event Mark(s) within the Territory during the Term for the purposes set out in this You will ensure that each use of the Event Mark(s) has been approved by us in writing in advance of such use on each occasion and shall be in accordance with the terms and conditions of this Agreement, all instructions issued by or on our behalf and the Brand Guidelines.
• We acknowledge that use by you of the Event Mark(s) on your digital or social media platforms may be accessible by parties outside the Territory and that this access shall not be deemed to be a breach of this Agreement.
• You will ensure that all proposed uses by you of the Event Mark(s) shall be provided to us by no later than thirty (30) days before the Event(s).
• You will, at our request, promptly withdraw any advertising and/or promotional material which, in our reasonable opinion do not comply with the provisions of this Agreement.
• All rights in and to any materials produced for the Event(s) shall be our exclusive property, and if you acquire, by operation of law or otherwise, title to any such rights, you will assign the same to us on our request.

Termination

• Upon termination of this Agreement, you will not use or exploit your previous connection with the Event(s) whether directly or indirectly save that you will be entitled to refer to the fact that you were a sponsor of the Event(s), both in a factually accurate and historical context.

Cancellation

• We reserve the right to cancel one or more of the Event(s) in whole or in part for any reason, including by reason of a Force Majeure Event, without incurring any liability of any nature to you, subject to the terms of clause 2 of these Event & Experiential T&Cs. We shall notify you of such cancellation as soon as possible but shall not be in breach of this Agreement nor incur any liability as a result thereof.
• If any Event(s) is/are cancelled (in whole or in part) for any reason other than as a result of any act or omission of you, the Parties will discuss such cancellation in good faith and ascertain whether it is possible to grant alternative rights or provide alternative services and/or rights as a substitute to those to be granted or provided hereunder, subject to a deduction for any third party costs we may have incurred or contractually committed to as at that date and having regard to the benefit or value already accrued to you at the time of such cancellation.
• If we have incurred any costs at that stage, we shall provide details thereof to you and you will pay to us a sum equivalent to such costs, upon demand without any set off of any kind (whether legal or equitable).
• For the avoidance of doubt, if this Agreement relates to more than one Event, should some but not all Events be cancelled in whole or in part, this Agreement shall continue in full force and effect in relation to the remaining Event(s).