Terms and conditions
Website Sponsor Agreement
This Website Sponsor Agreement (this “Agreement”) governs any order for sponsorship services (“Order”) submitted to the North Carolina Biotechnology Center (“NCBiotech”) by a sponsor (the “Sponsor”).
- Sponsorship and Services; Sponsorship Materials. Each Order will set forth the sponsorship or promotional message(s) that Sponsor desires to have placed (the “Sponsorship”) and the services to be performed by NCBiotech, which may include the placement of Sponsorship (the “Services”). Sponsor is responsible for all artwork, copy, and all other information and materials made available to NCBiotech by or on behalf of Sponsor or that Sponsor authorizes NCBiotech to utilize (including Sponsor Generated Content, as defined below, “Sponsorship Materials”). NCBiotech reserves the right, on behalf of itself and any of its third-party service providers (“NCBiotech Suppliers”), not to place, publish, and/or distribute any Sponsorship or Sponsorship Materials for any or no reason, including not meeting NCBiotech’s or NCBiotech Suppliers’ specifications or standards, and Sponsor acknowledges and agrees that neither NCBiotech nor NCBiotech Suppliers shall be liable for not placing, publishing, or distributing any Sponsorship. At their sole election, NCBiotech and/or NCBiotech Suppliers may, but are not required to, alter the Sponsorship or Sponsorship Materials in order to meet publication specifications with or without notice or obligation to Sponsor. Sponsor waives any right to inspect, review, or approve the finished Sponsorship.
- Term. The term of this Agreement commences upon Sponsor’s submission of an Order and will continue for an initial period as set forth in the Order (and if not set forth therein, then 12 months). The term of this Agreement will automatically renew, unless terminated as set forth in this Agreement, for additional one-year renewal terms under the terms of this Agreement, provided that Sponsor may opt not to renew this Agreement by giving NCBiotech written notice of nonrenewal at least 30 days before the end of the then-current term.
- Termination by NCBiotech. Either party may terminate this Agreement if the other party commits a material breach of this Agreement and fails to cure that breach within 15 days after receiving written notice from the non-breaching party reasonably describing the breach. Additionally, NCBiotech may terminate this Agreement or any Order, in whole or in part, at any time upon written notice, including via email, to Sponsor, provided that if Sponsor pre-paid for the Sponsorship and/or Services, and NCBiotech terminates this Agreement for its convenience (and not due to Sponsor’s uncured breach), NCBiotech will give Sponsor a pro rata refund of any prepaid fees.
- Payment. All initial charges for Sponsorship and Services will be due and payable upon Sponsor’s submission of the Order. All payments are non-refundable. If Sponsor elects to renew the Agreement for additional one-year renewal terms, then within 30 days of the renewal date, NCBiotech will send Sponsor an invoice for the full amount for the renewal term at NCBiotech’s then-current rates. Sponsor will pay all invoices within 30 days of the invoice date. If Sponsor fails to pay any amount as and when due, interest will accrue from the date the payment was due until NCBiotech receives payment in full, at the lower of 1.5% per month or the maximum rate allowed by applicable law, and NCBiotech may suspend its performance of the Services.
- Warranties and Covenants. Sponsor warrants and covenants to NCBiotech, its parent(s), subsidiaries, and affiliates, and their respective directors, officers, employees, and agents (the “NCBiotech Parties”) that:
- Sponsor owns or otherwise controls all necessary rights to any trademark, service mark, logo, name, message, data, image, text, photos, graphics, audio, video or other material or intellectual property contained or embodied in any Sponsorship Materials, and Sponsor will maintain such ownership or control throughout the term of this Agreement;
- Sponsor is at all times solely responsible for the truthfulness and accuracy of all of Sponsor’s Sponsorship, and Sponsor will not, and will not allow any third party to, submit any Sponsorship Materials that, or use the Services in any manner that: (i) violates any law, regulation, or industry guidelines; (ii) is harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful, or abusive; (iii) infringes any third party’s patent, trademark, trade secret, copyright, other intellectual property rights, or other rights (collectively, “IP Rights”); (iv) advocates or solicits violence, criminal conduct, or the violation of any local, state, national or international law or the rights of any third party; (v) is deceptive in any way or contains an impersonation of any person or entity or misrepresents an affiliation with a person or entity; (vi) provides material support or resources (or conceals or disguises the nature, location, source or ownership of same) to any organization designated by the U.S. government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; and/or (vii) reproduces, sells, resells, or exploits for any commercial purpose any portion of, use of, or access to the Services;
- Sponsor will provide NCBiotech all information, materials, consents, and authorizations necessary for NCBiotech to place and publish the Sponsorship or to perform the Services, and will do so in a timely manner;
- Sponsor will not and will not allow anyone working for it to: (i) engage in any form of spamming or improper (as determined by NCBiotech) clicking, impression generation, e-mailing, texting, or marketing in connection with the Sponsorship and/or Services; (ii) access any NCBiotech Party’s network or system for any purpose other than internal use to access Services and/or manage its accounts(s); (iii) interfere or attempt to interfere with the proper working of any NCBiotech Party’s network or system; and/or (iv) use any data from any NCBiotech Party’s network and/or system for any purpose outside of the limited purpose contemplated by this Agreement and the applicable Order;
- Sponsor shall be solely responsible for all fees, royalties, and other amounts of any kind or nature payable in connection with Sponsorship: (i) to record companies, artists, and all other royalty participants resulting from exploitation of any copyrighted materials (“Compositions”); (ii) to publishers or other owners of Compositions or under union or guild collective bargaining agreements; (iii) to third parties in connection with the use of their names, images, voices, or likenesses as part of any Sponsorship; and (iv) to any and all other third parties with respect to the provision, receipt, or use of Services; and
- Sponsor waives all provisions of state and federal so-called “Do Not Call,” “Do Not E-mail,” and “Do Not Fax” laws in respect to NCBiotech Parties’ placement of telephone calls, e-mails, and faxes to Sponsor, and Sponsor agrees to accept such phone calls, faxes, e-mails, and other communications sent by or on behalf of NCBiotech Parties related to NCBiotech’s services, including future services.
- The individual who submits the Order on behalf of Sponsor has been authorized by Sponsor to do so.
- Intellectual Property. Sponsor, for itself and any third party with an interest in or to Sponsorship Materials, grants NCBiotech a nonexclusive, worldwide license, including the right to sublicense, to copy, distribute, create derivative works based upon, publicly display, publicly perform, reproduce, promote, resize, rearrange, modify, and otherwise use the Sponsorship Materials in any media or service, in whatever format, now or in the future, provided that such use is pursuant to this Agreement and/or in furtherance of distribution of Sponsorship on behalf of Sponsor. In addition, NCBiotech shall have the irrevocable right to use the Sponsorship Materials in any materials Sponsorship, promoting, and/or publicizing NCBiotech’s services and/or products. Except as otherwise provided herein, NCBiotech owns all IP Rights in and to the Sponsorship, the Services and all information, materials, logos, software, or other tools or information used to develop or display the Sponsorship or to provide the Services.
- Sponsor Generated Content. NCBiotech will have no obligation to investigate or confirm, and does not in any way endorse, the accuracy, legality, legitimacy, validity, suitability, or reliability of any content directly generated or controlled by Sponsor, its representatives, employees, contractors (other than NCBiotech), or agents (“Sponsor Generated Content”). NCBiotech makes no representations or warranties whatsoever concerning any products or services advertised, sold, or provided by Sponsor (including, without limitation, the quality, safety, or legality of such products or services or the sale thereof) contained or referenced in any Sponsor Generated Content.
- Login. To adjust Sponsor’s Sponsorship Materials, Sponsor must access NCBiotech’s website (“Website”) and provide certain registration details or other information in order to create an account. It is a condition of Sponsor’s use of the Website that all the information Sponsor provides on the Website is correct, current, and complete. If Sponsor chooses, or is provided with, a user name, password, or any other piece of information as part of NCBiotech’s security procedures, Sponsor will treat such information as confidential, and Sponsor will not disclose it to any other person or entity. Sponsor also acknowledges that Sponsor’s account is personal to Sponsor and agrees not to provide any other person with access to this Website or portions of it using Sponsor’s user name, password, or other security information. Sponsor agrees to notify NCBiotech immediately of any unauthorized access to or use of Sponsor’s user name or password or any other breach of security. Sponsor also agrees to ensure that Sponsor exits from its account at the end of each session. NCBiotech has the right to disable any user name, password, or other identifier, whether chosen by Sponsor or provided by NCBiotech, at any time in NCBiotech’s sole discretion for any or no reason, including if, in NCBiotech’s opinion, Sponsor has violated any provision of this Agreement. If Sponsor loses its password, do not email NCBiotech for a new password. Instead, use the online portal to request a new password be sent to Sponsor.
- Disclaimer. Sponsor acknowledges that the essential value of the Services is the dissemination of information facilitating individuals to visit, contact, and/or learn more about Sponsor, and that NCBiotech may, in its discretion, determine the methods of such dissemination. SPONSOR ASSUMES ALL RISKS CONCERNING THE FUNCTIONALITY, PERFORMANCE, AND RESULTS OF THE SPONSORSHIP AND SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE NCBIOTECH PARTIES MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO SPONSOR OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE), REGARDING THE FUNCTIONALITY, PERFORMANCE, OR RESULTS OF THE SPONSORSHIP OR THE SERVICES OR OTHERWISE UNDER OR RELATED TO THIS AGREEMENT. For the avoidance of doubt, no NCBiotech Party will be bound by, and Sponsor acknowledges that Sponsor is not relying on: (a) any representation or warranty concerning revenue, profit, return on investment, or results to be generated from its Sponsorship; (b) any representation or warranty regarding either the number, makeup, or distribution of people who will view Sponsorship and/or the residences or businesses that will access or receive the media containing the Sponsorship; (c) any representation, warranty, or covenant concerning the quantity, quality and/or validity of traffic, impressions, or interactions with or leads generated by Sponsorship; (d) any custom or prior course of dealing; or (e) the nature of others’ sponsorship. Although NCBiotech will use commercially reasonable efforts to include any Sponsorship Materials and/or design elements that Sponsor may reasonably request be included in the Sponsorship, subject to the procedures established by NCBiotech for that purpose, NCBiotech expressly disclaims any liability for failure to include, and Sponsor’s payment obligations hereunder shall not in any way be contingent upon inclusion of, any such Sponsorship Materials and/or design elements in the Sponsorship.
- Infringement; Indemnity. If a third party claims, or if NCBiotech believes that a third party may claim, that any Sponsorship or Sponsorship Materials, or the placement or publishing thereof, infringes any third party’s IP Rights, NCBiotech may terminate this Agreement, in whole or in part, and/or reject, cancel, discontinue, or suspend the Services, in NCBiotech’s sole discretion, without liability, until Sponsor has resolved the actual or potential third party claim to NCBiotech’s satisfaction. Sponsor shall indemnify and hold harmless the NCBiotech Parties against all claims, actions, losses, expenses, damages, costs, and liabilities, including professional advisors’ fees and other expenses incurred in the defense of any claims arising from this Agreement, including in connection with: (a) breaches of any warranty or covenant made herein; (b) the Sponsorship Materials, Sponsorship, and Sponsor’s requests for sponsorship and/or services; and (c) Sponsor’s failure to honor any promise, offer, or other statement set forth in any Sponsorship, Sponsorship Materials or Sponsor Generated Content.
- Limitation of Liability. Any claim arising out of an error or omission in NCBiotech’s performance of the Services must be made in writing by U.S. Certified Mail (return receipt requested) to NCBiotech within six months of the first occurrence of such error or such claim shall be deemed waived. In no event will the NCBiotech Parties’ aggregate liability under this Agreement exceed the amount paid under the applicable Order for the specific Sponsorship and/or Service at issue. UNDER NO CIRCUMSTANCES WILL THE NCBIOTECH PARTIES BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, OR LOSS OF GOODWILL, FOR ANY REASON WHATSOEVER, INCLUDING THE RESULT OF ERRORS OR OMISSIONS, THE REJECTION OR REMOVAL OF ANY SPONSORSHIP, ANY DELAY IN DISPLAYING, NCBIOTECH PARTIES’ FAILURE TO DISPLAY OR DISTRIBUTE SPONSORSHIP, OR NCBIOTECH PARTIES’ FAILURE TO PERFORM SERVICES. NCBIOTECH’S ACCEPTANCE OF THIS AGREEMENT AND THE RATES CHARGED FOR THE SPONSORSHIP AND OTHER SERVICES ARE BASED UPON THE LIMITATION OF THE NCBIOTECH PARTIES’ LIABILITY AS SET FORTH HEREIN.
- Force Majeure. NCBiotech will not have any liability to Sponsor, and Sponsor will remain responsible for all moneys owed to NCBiotech, if NCBiotech’s performance of its obligations is delayed by the occurrence of: (a) fires, floods, earthquakes, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, sabotage, embargo, government action or order, blackouts, epidemic or quarantine, strikes/labor difficulties, or any other similar cause; or (b) any event or circumstance within the control of, or caused by information provided by, Sponsor, or a third party.
- Miscellaneous; Exclusive Venue. This Agreement and all claims and disputes arising under or relating to this Agreement will be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to its conflicts of law principles. Any action or proceeding arising under or relating to this Agreement shall be filed only in the United States District Court for the Middle District of North Carolina or the Superior Court of Durham County, North Carolina. Sponsor hereby consents and submits to the exclusive jurisdiction and venue of those courts and waives any objection based on the convenience of these exclusive venues. All claims and disputes arising under or relating to this Agreement shall be adjudicated on an individual basis, and Sponsor will not consolidate or seek class treatment for any claim unless previously agreed to in writing by NCBiotech. NCBiotech’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. This Agreement, including all Orders subject to this Agreement, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all other communications, including all prior agreements, between the parties with respect to such subject matter. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. NCBiotech may assign its rights and duties under this Agreement to any party at any time without notice to Sponsor. Sponsor’s rights and duties under this Agreement are not assignable without the written consent of NCBiotech.