1. Applicability: These Terms and Conditions (“Agreement”) apply to the promotional opportunity (“Sponsorship”) provided to your company (“Sponsor”) by the Consumer Technology Association (“CTA”) in exchange for the designated payment amount. 

2. Acceptance: Sponsor is deemed to have accepted these Terms as a condition of purchasing its Sponsorship. Please read the following terms and conditions relating to your purchase carefully.  

3. Sponsorship Benefits: Upon receipt of payment from Sponsor, CTA agrees to provide the sponsorship benefits as described in the applicable package selected by Sponsor. The sponsorship package, may include logo placement, event branding/recognition, and other marketing deliverables (collectively, “Deliverables”).  

4. Payment Terms: Sponsor agrees to pay CTA the amount specified in the Sponsorship package (“Sponsorship Fee”) at the time of purchase. CTA is not required to provide any Deliverables until payment has been received in full. 

5. Term and Termination: This Agreement begins on the date of Sponsor’s acceptance and continues until all Services are rendered, unless earlier cancelled. 

6. Cancellation by Sponsor: All cancellations must be submitted in writing and acknowledged by CTA. If Sponsor cancels: 

• On or before 120 days prior to the event, Sponsor owes 50% of the total Sponsorship Fee. 

• Less than 120 days prior to the event, Sponsor owes 100% of the total Sponsorship Fee.

All payments are non-refundable and considered liquidated damages for costs and lost opportunities. Cancellation payments cannot be applied to future events. 

7. Cancellation by CTA: CTA may cancel the Sponsorship if the Sponsor fails to pay on time or does not comply with this Agreement. Sponsor has 10 business days to cure any issue upon receiving written notice from CTA of Agreement breach. If such breach is not resolved, the Sponsorship will be cancelled, and Sponsor is still liable for the same cancellation fees listed in Section 6. CTA may resell the sponsorship opportunity if Sponsor’s participation is cancelled under this Section 7.  

8. Event Changes or Cancellations: CTA, in its sole discretion, may change event dates, location, or format, or cancel the event. If this happens, Sponsor will be notified as early as possible. If the event is canceled or rescheduled to a date impacting Sponsor’s ability to participate, CTA will issue a full or partial refund of the Sponsorship Fee, as determined by CTA. 

9. Sponsorship Changes and Modifications: CTA may modify the event, Deliverables, or related services as necessary to accommodate scheduling, location updates, or availability of promotional opportunities. Any significant changes will be communicated to the Sponsor in advance when possible. 

10. Use of Marks: Sponsor grants to CTA a royalty-free, non-exclusive license to use Sponsor’s Marks to be included in CTA promotional materials, advertising and promotional activities directly related to the Sponsorship. Sponsor warrants that it is the owner or licensee of all intellectual property rights it uses in conjunction with the Sponsorship. Nothing herein will confer on CTA or CES the right to or interest in Sponsor’s trade names, trademarks or logo (“Sponsor’s Marks”), except as specifically provided herein. CTA will use the Sponsor’s Marks in accordance with such reasonable guidelines as Sponsor may provide in writing.  

11. Representations and Warranties: Each party represents that it has the authority to enter into this Agreement. CTA represents that it will perform the Services in a professional and reasonable manner. Sponsor represents that its logos, marks, and materials do not infringe any third-party rights and that it holds all necessary permissions.

12. Indemnification: Each party agree to indemnify and hold harmless the other party from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) that the indemnified party may incur as a result of: (i) the indemnifying party’s breach or alleged breach of any representation, warranty, or obligation under these Terms and Conditions; (ii) any claim of negligence or willful misconduct including property damage, personal injury, or death arising from or related to the acts of the indemnifying party in connection with the Sponsorship; or (iii) any claim arising from or related to the acts or omissions of the indemnifying party.

13. Compliance with Laws: Both Sponsor and CTA agree to comply with all applicable laws and regulations in connection with the Sponsorship. Sponsor is responsible for ensuring that its activities, materials, and participation fully comply with such requirements.

14. Confidentiality: Any non-public, confidential, or proprietary information disclosed by either party to the other, including but not limited to business operations, plans, pricing, or other sensitive materials—must be kept confidential and used only for purposes related to the Sponsorship. This Section will not apply to information that is: (a) in the public domain; (b) lawfully known to the Sponsor prior to disclosure; or (c) lawfully obtained from a third party without restriction.

15. Personal Information: Your Sponsorship payment will be processed to CTA in accordance with Shopify’s Privacy Policy.  
    Sponsor agrees not to access, use, or disclose any personal information relating to identified or identifiable individuals in connection with the Sponsorship, unless specifically authorized by CTA in writing and in compliance with applicable data protection laws.

16. No Exclusivity: This Agreement does not grant exclusivity to Sponsor. CTA reserves the right to offer sponsorships to other parties, including competitors of Sponsor.

17. Publicity and Attribution: Neither party may make any public statements regarding the Sponsorship without the other party’s prior written approval. Sponsor agrees not to use CTA’s name, logo, or other branding materials without prior written consent. If approved, Sponsor agrees to comply with CTA’s Trademark Usage Guidelines.

18. Limitation of Liability: To the fullest extent permissible by law, CTA, its directors, officers, employees, affiliates, agents, contractors, and licensors shall not be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from your purchase of the Sponsorship or any related services or content.

19. Force Majeure: Neither party will be liable for failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, government restrictions, pandemics, or labor disputes.

20. Governing Law and Jurisdiction: This Agreement will be governed by the laws of the Commonwealth of Virginia without regard to conflict of laws principles. Any disputes will be resolved in the courts of Virginia.

21. Assignment: Neither party may assign this Agreement without prior written consent.

22. Relationship of the Parties: The relationship of the parties is that of independent contractors and this Agreement does not grant either party authority to represent, act, or contract on behalf of the other party except as needed to execute the Deliverables.

23. Entire Agreement: This Agreement and any referenced documents constitute the entire understanding between the parties.

24. Severability: If any provision is held invalid, the remaining terms remain in full force.

25. No Waiver: No waiver of any terms or breach of this Agreement will constitute a waiver of any other terms or breach.