TERMS & CONDITIONS
These Sponsorship and Festival Marketing Terms and Conditions supplement the terms and conditions applicable in (i) the sponsorship section of the sponsorship contract or (ii) other similar documents that references these terms and conditions. Now therefore, in consideration of the foregoing and the mutual benefits and promises set forth in this terms and conditions and Agreement and other good and valuable consideration the sufficiency of which is hereby acknowledged, Organizer and Sponsor agree as follows:
- This Sponsorship Agreement will commence on the Effective Date and expire at the conclusion of the applicable Annual Event (the “Term”).
- Description of the Annual Event. The Annual Event will be Bentonville, AR, and run from June 22 to July 3, 2022. The applicability of which Annual Event is referred to herein is based on the ‘sponsorship market’ indicated on the applicable sponsorship contract.
- Obligations of Sponsor.
- Sponsorship Fee. Sponsor will pay Organizer the fee set forth in the Sponsor Contract (overdue amounts are subject to interest at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law) due and payable set forth in the Sponsor Contract. Failure to make timely payment shall result in a forfeiture of Sponsor’s sponsorship rights and benefits.
- Additional Costs. For the avoidance of doubt, Sponsor must pay for all activation/exhibitor and marketing costs; such costs are in addition to the Sponsorship Fee. Organizer shall only provide the location. For example, Sponsor shall pay for: Event product costs for display and sampling, delivering and storing its own product(s), power, Wi-Fi, signage, transportation/fees/per diem/lodging of Sponsor’s employees, independent contractors, staff, guests, panelists, celebrities that Sponsor wishes to bring to the Annual Event and at Annual Event site.
- Sponsorship Rights and Benefits. Subject to Sponsor’s fulfillment of its obligations hereunder, Organizer will provide Sponsor with the specific rights and benefits set forth in the Sponsor Contract.
- Proprietary Rights.
- Organizer Licenses. Organizer hereby grants to Sponsor a limited, non-exclusive license to use Organizer’s name and accompanying logo service marks (“Organizer Licensed Marks”) to promote the Annual Event during the Term. Sponsor shall not sublicense or transfer Sponsor’s license to use the Organizer Licensed Marks to any person or entity without the prior written consent of Organizer. Sponsor may only use the Organizer Licensed Marks for the limited purpose of advertising its affiliation with the Annual Event.
- Sponsor Licenses. Sponsor grants to Organizer a limited, non-exclusive license to use Sponsor’s name, logo, service marks and trademarks (“Sponsor Licensed Marks”) to promote the Annual Event, as well as to include Sponsor in listings and descriptions of Annual Event sponsors, including for post Annual Event promotional activities and to promote future events. Organizer shall not sublicense or transfer Organizer’s license to use the Sponsor Licensed Marks to any person or entity without the prior written consent of Sponsor.
- Announcements and Sponsor and Organizer each acknowledges that the terms and conditions of this Sponsorship Agreement and all non-public information and data provided by each Party to the other pursuant to this Sponsorship Agreement (collectively, “Confidential Information”) are confidential. Sponsor and Organizer each agrees that it will not use Confidential Information for any purpose other than in connection with the performance of its obligations or the exercise of its rights under this Sponsorship Agreement, or disclose Confidential Information to any person other than its officers, employees, agents, representatives, attorneys, accountants, financiers, banks, distributors, wholesalers, retailers, exhibitors, licensees and permitted assignees on a need-to-know basis only, or unless and only to the limited extent compelled by law, subpoena or court order to disclose same. Neither Party will issue any press release or public announcement which mentions the actual terms of this Sponsorship Agreement without the prior written approval of the other Party; either Party may make public statements without the other Party’s consent regarding the fact that Sponsor is a sponsor of the Annual Event.
- General Liability Insurance. During the Term of this Sponsorship Agreement each Party shall maintain in full force and effect at its own expense comprehensive general liability insurance, including events coverage. The policy shall contain a combined single limit of liability of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall specifically name the other Party as additional insured in accordance with their additionally insured requirements for all claims arising out of this Sponsorship Agreement.
- Default and Termination. Neither Party shall be in default hereunder unless the Party fails to cure any alleged breach of this Sponsorship Agreement within ten (10) business days after receipt of written notice from the other Party (via only the approved means of notification identified in Paragraph 11.1 below) and must explicitly contain the following information: (i) the exact nature of the claimed default or breach, (ii) a statement that the writing constitutes a “formal notice of default”, and (iii) the date in which the breach must be remedied according to the terms of this paragraph. If this Sponsorship Agreement is terminated due to Sponsor’s uncured material breach, Organizer shall retain the Sponsorship Fee. If this Sponsorship Agreement is terminated prior to the Annual Event due to Organizer’s uncured material breach, then Organizer shall return the Sponsorship Fee. If this Sponsorship Agreement is terminated prior to the Annual Event due to a Force Majeure Event (as defined below), Organizer shall return the unused portion of the Sponsorship Fee.
- Representations, Warranties and Covenants.
- Organizer hereby represents and warrants that (a) Organizer is a limited liability company duly organized and validly existing under the laws of the State of California, with its principal place of business in the State of California; and (b) Organizer has the full right, power, and authority to enter into and perform this Sponsorship Agreement.
- Sponsor will defend, indemnify and hold harmless Organizer, any parent, affiliate, distributor, licensee or assignee of Organizer, and its and their respective owners, shareholders, members, managers, officers, directors, employees and agents from and against all Claims arising out of or in connection with (a) any exploitation of the Sponsor Licensed Marks or any other rights hereunder; (b) any other material of any kind supplied by Sponsor hereunder, including, but not limited to, foods, drinks and other consumables distributed or handed out at the Annual Event; (c) any illegal act committed by Sponsor in connection with the Sponsorship Agreement or the Annual Event; (d) the improper use by Sponsor of the Organizer Licensed Marks accessed by or provided to Sponsor; or (e) any breach by Sponsor of any representation, warranty or agreement set forth in this Sponsorship Agreement.
- Organizer will defend, indemnify and hold harmless Sponsor, any parent or affiliate, and its and their respective owners, shareholders, members, managers, officers, directors, employees and agents from and against all Claims, arising out of or in connection with (a) any exploitation of the Organizer Licensed Marks or any other rights hereunder; (b) any other material of any kind supplied by Organizer hereunder; (c) any illegal act committed by Organizer in connection with the Sponsorship Agreement or the Annual Event; (d) the improper use by Organizer of the Sponsor Licensed Marks accessed by or provided to Organizer; or (e) any breach by Organizer of any representation, warranty or agreement set forth in this Sponsorship Agreement.
- “Claims” shall mean third-party claims, losses, liabilities, actions, judgments, costs and expenses of any kind (including without limitation reasonable outside attorneys’ fees and costs).
- Waiver of Injunctive Relief / Remedies. Sponsor’s rights and remedies in the event of a breach of any terms and conditions of this Sponsorship Agreement shall be limited to sole and exclusive right, if any, to recover damages in an action at law, and in no event shall Sponsor, its affiliates, successors or assigns be entitled to enjoin or restrain or otherwise interfere with the operation or promotion of the Annual Event, publication or dissemination of any advertising in connection therewith. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR HAVE A RIGHT AS AGAINST THE OTHER FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY/PUNITIVE DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ORGANIZER’S AGGREGATE LIABILITY EXCEED THE TOTAL SPONSORSHIP FEE ACTUALLY PAID BY SPONSOR TO ORGANIZER HEREUNDER.
- Notices. All notices, accountings, payments and any other document that either of the parties is required or may desire to serve upon the other party (“Notices”) must be in writing and shall be deemed to have been duly given or made: (a) if sent by personal delivery, on the day it is delivered; (b) if sent by registered or certified mail, postage prepaid and return receipt requested, on the fifth day after depositing in the mail; or (c) if sent by a nationally-recognized overnight or express courier, all postage and other charges prepaid, on the next business day after it is sent. Notices to Organizer will be sent to Organizer at Bentonville Film Festival, LLC, Attention: Business and Legal Affairs1720 S Walton Blvd., Suite 4 #159, Bentonville, AR 72712 and copy to email email@example.com.
- Force Majeure. Neither Party shall be liable for damages for its failure to perform due to contingencies beyond its reasonable control, including, but not limited to, fire, storm, flood, earthquake, explosion, accidents, public disorders, sabotage, acts of terrorism, acts of war, labor shortages and/or disputes, riots or acts of God (each, a “Force Majeure Event”).
- Severability; Entire Agreement; Modifications. The invalidity or unenforceability of any provisions of this Sponsorship Agreement shall not affect the validity or enforceability of any other provision of this Sponsorship Agreement, which shall remain in full force and effect. This Sponsorship Agreement is the complete and final agreement between the parties with respect to the subject matter hereof. This Sponsorship Agreement may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing.
- Governing Law;Exclusive Jurisdiction. This Sponsorship Agreement will be construed in all respects in accordance with the laws of the State of California applicable to agreements entered into and to be wholly performed therein. No delay in enforcing any right under this Sponsorship Agreement will constitute a waiver of such right. All disputes arising under this Sponsorship Agreement that cannot be resolved informally will be submitted for confidential binding arbitration before a single arbitrator (who shall have experience in the entertainment industry) in Los Angeles, California pursuant to the rules of the American Arbitration Association. The award of the arbitrator will be final and binding and may be entered for judgment in any court of competent jurisdiction in Los Angeles County. Any dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Sponsorship Agreement), if any, that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Los Angeles County. The parties shall each bear their own respective costs and attorneys’ fees.
- Rules of Construction. Paragraph headings are used in this Sponsorship Agreement for convenience only, and will not be used to interpret or construe the provisions of this Agreement.
- Relationship of the Parties. Nothing contained in this Sponsorship Agreement is intended or is construed to create any association, agency, partnership, joint venture or labor relationship, whether actual or apparent between the parties. Except as may be expressly provided herein, no Party shall have any expressed or implied right or authority to assume or create any obligations on behalf of or in the name of any other Party or to bind any other Party to any contract, agreement or undertaking with any third party.
- Amendments to Standards, Rules and Policies. Organizer reserves the right to modify all standards, rules and policies, and to adopt additional standards, rules and policies in its sole discretion. Any such additions and modifications shall be made available promptly to Sponsor and shall be effective immediately upon adoption, and Sponsor agrees to comply with all such modifications and additions.
This Agreement was last updated on April 18, 2022.
By purchasing, you are acknowledging that you have read, agreed and are bound to all the terms and conditions published here (“Terms and Conditions”).
- Purchasing: Festival Badge, Festival Pass and/or Single Ticket sales will be first-come, first-served. You must be at least 18 years of age to purchase any Single Ticket or Festival Badge and/or Pass. For group sales, please email the box office at firstname.lastname@example.org. Each Festival Pass and/or Single Ticket your purchase from Bentonville Film Festival is intended to give you a revocable license (or right) to entry and attendance of the particular event only to which the Festival Pass and/or Single Ticket pertains.
- Festival Badge, Festival Pass and Tickets to all Bentonville Film Festival events are non-refundable and non-returnable.
- Festival Badge/Festival Pass / Single and Special Event Tickets may not be resold, offered for resale (including on-line auction sites) or reproduced under any circumstances.
- Service charges may apply to the individual ticket sales.
- A Festival Badge/Festival Pass and/or Single Ticket does not afford the ticket holder the right to transport to the venue, or parking, or merchandise, or any food or beverages at the venue, unless otherwise stated or agreed.
- By attending a Bentonville Film Festival event, the participant and guest(s) hereby irrevocably authorize the Bentonville Film Festival, its affiliated companies and their agents, sponsors and partners, successors and assigns, and anyone authorized by them, to use, copyright, reproduce, publish, film, videotape, photograph, and record their name, address, biographical data, photo, caricature, likeness, appearance, performance, voice and other resemblance or likeness, and to use the results and proceeds thereof in connection with television commercials, audiovisual works and derivative works including, without limitation, the rights to edit, copy, exhibit, transmit, perform, copyright, reproduce, display (on the website or otherwise), publish, license, sell, and otherwise exploit all or any portion thereof in any and all media, whether now known or hereafter developed, throughout the universe in perpetuity, and they hereby waive any and all such rights and claims and claims to payment that they may have with respect to such use of their likeness.
- Saving places in line or saving seats for other guests or between shows is not permitted.
- If you need to leave the auditorium for any reason, take your ticket stub or pass with you. No one will be re-admitted without their ticket stub or festival pass. You must produce a valid ticket/pass to gain entry to the venue and you must produce that ticket/pass for inspection upon request from an event official at any time. Failure to produce such ticket/pass when requested may result in you being denied access to the venue or in you being removed from the venue.
- Any ticket/pass brought from unauthorized agents or third parties are not valid and admission to an event on the strength of such tickets/passes will not be permitted. All tickets/passes remain the property of the Bentonville Film Festival at all times and constitute a personal revocable license from Bentonville Film Festival to the ticket/pass holder which may be withdrawn by Bentonville Film Festival and admission refused at any time upon refunded the printed purchase price of the ticket/pass.
- We reserve the right to restrict the sale of tickets/passes to a maximum number per person, per credit card and/or per household and to cancel tickets/passes purchased in excess of this number.
- It is your responsibility to (i) ensure that your tickets/passes are collected by or delivered to you before the date of the event; (ii) keep your ticket/passes safe prior to the event; and (iii) check your tickets and to ascertain the date and time of the event and if applicable, any reschedule event. Event dates and times are subject to change. Bentonville Film Festival is not responsible or liable should you fail to obtain your tickets timeously or for any tickets/pass that are lost, stolen or damaged.
- Your purchase of tickets/passes is subject to our right to cancel or reschedule an event at any time, or to alter or vary the program of an event, due to circumstances beyond our reasonable control. Where we alter or vary the program of an event, we shall not be obligated to refund any ticket/pass monies or exchange your tickets/passes. Please note that if an opening act or guest artist is changed or cancelled, the event is not considered cancelled and you will not be entitled to a refund or exchange. Neither we, nor any other person shall have any liability to you to refund the purchase price of a ticket/pass in circumstances where an event is cancelled due to circumstances beyond our reasonable control.
- If an event is rescheduled or cancelled, we will use our reasonable endeavors to notify you as soon as reasonably possible thereof by publishing the details of the reschedule or cancelled event, as the case may be, on the website located at the domain name https://bentonvillefilm.org.
- No recording equipment is permitted at any of the events.
- Please turn off all cell phones and mobile devices during the events.
- For the pleasure of all guests there is no talking permitted during the events and no late seating.
- Appropriate standards of behavior are expected of all persons attending an event and persons deemed to be behaving in a manner that is dangerous or unacceptable in the opinion of Bentonville Film Festival or its agents or contractors, will be refused admission and/or removed from the venue with no refund.
- In order to facilitate the security, safety and comfort of all patrons, we reserve the right in our reasonable discretion to conduct security searches of persons, clothing, bags and all other items on entry and exit of the venue and to confiscate items which may cause danger or disruption to the event or other patrons or are that are in breach hereof.
- To expedite venue cleaning and seating, please discard your trash and exit promptly after the events.
- All venues are cleared between events.
- You voluntarily assume all risks and dangers incidental to an event, whether occurring before, during or after the event, and you waive any claims for loss, damage, personal injury or death against Bentonville Film Festival, the management of Bentonville Film Festival, participants and all of their respective parents, affiliated entities, agents, officers directors, owners and employees on behalf of yourself and any minor accompanying your for whom you purchased a ticket.
- Neither the venue nor Bentonville Film Festival can accept responsibility for damage or loss of any personal property at an event.
- There will be two queues outside every ticketed event:
- One line for ticket holders (lined up in the order in which they arrive)
- Standby line for attendees who have a badge or pass, but did not reserve a ticket (Note: no one will be admitted without a badge, pass, or ticket.)
- At 15 minutes prior to scheduled showtime, the ticketed, badge, and pass holders who have a ticket and are in the designated line will be admitted.
- Following admission of all ticket-holders, admission will be granted to attendees of the standby line as space allows.
BFF reserves the right to revise its Ticket, Pass, and Credential policies and terms and conditions at any time, for any reason in its sole discretion. We further encourage you to please check this website for update and the most recent terms and conditions.
We allow public access to our website on the understanding that viewers of the website will not infringe our copyright and trademark rights by taking or using the content in ways that are not approved. We also ask that use do not make any use of our trademarks BENTONVILLE FILM FESTIVAL® and BENTONVILLE FILM FESTIVAL FOUNDATION® in any ways that falsely imply we endorse, sponsor, or are affiliated with you or your company. We are thrilled that you want to utilize our site, and the information on it and hope you will attend our upcoming festival or other events we may put on, however, do not use the information from our website as a source of content for use without our prior written permission.