Website Sponsorship and Advertising Agreement - Terms and Conditions


Sponsorship and Advertising Agreement:
This BBNA Website Sponsorship and Advertising Agreement consists of the Terms and Conditions herein and the applicable Statement of Work (the “SOW”), and may not be modified or amended except by a duly executed written amendment, or except as otherwise expressly provided in an applicable SOW(s). 

Sponsor Marks.
Sponsor grants to BBNA the right and license to use its name, logo and marks for the purposes set forth in this Agreement. 

Copyright.
For the avoidance of doubt, copyright and all other ownership rights in and to BBNA’s Big Law Business Website, ( www.biglawbusiness.com), and all features, content and elements thereof (excluding Sponsor’s name, logo and marks) belong to BBNA, and are protected by copyright and other intellectual property laws. All rights not granted are reserved by BBNA. 

Representations.
Each party represents and warrants to the other that: (i) it has all necessary rights, consents and authority to enter this Agreement and to perform its obligations hereunder (including, providing any right and/or license grant); (ii) the execution and performance of this Agreement does not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (iii) when executed and delivered, this Agreement will constitute a legal, valid, and binding obligation, enforceable against it. 

Limited Warranty.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE WEBSITE CONTENT IS PROVIDED “AS IS.”  BBNA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF THE CONTENT, AND ANY RESULTS GENERATED THEREFROM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE WEBSITE CONTENT IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE OR OPINION ON ANY ACTUAL LEGAL MATTER. 

Mutual Limitation of Liability.
NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS NOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWOEVER CAUSED WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT; PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY WILL NOT APPLY TO (A) ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR (B) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. 

Mutual Indemnification.
Each party (“Indemnifying Party” agrees to indemnify, defend, and hold harmless the other party (and its affiliates, and their officers, directors and employees) from and against all claims, demands, liabilities, suits, damages, costs and expenses of every kind and description, including penalties and reasonable attorneys’ fees, resulting from any claim, action or proceeding brought by a third party that its intellectual property or other proprietary rights were infringed or misappropriated by the Indemnifying Party.  

Confidential Information.
All information contained herein will remain proprietary and confidential. Each Party agrees to keep confidential, using no less than the same level of care as it would treat its own confidential information, any additional information of the other Party to which it becomes privy while performing its duties hereunder. Notwithstanding the foregoing, a party may disclose the confidential Information of the other party to any court or regulatory authority of competent jurisdiction if the disclosure is required by law or by an order of such court or regulatory authority, provided that if legally permissible, as much notice as is reasonably possible shall be given to the other party before to such disclosure. 

Termination.
In the event that either party to this Agreement shall fail to perform or observe any material term, covenant, agreement or warranty or if any representation contained herein is untrue, the other party may immediately terminate this Agreement if such failure is not corrected within ten (10) business days after delivery of written notice thereof to the party in default. 

Relationship.
Each party is an independent contractor of the other, not a partner, agent or joint venturer.  No further business relationship is inferred beyond the terms of this Agreement and neither party shall hold itself out contrary to these terms by advertising or otherwise, nor shall either party be bound by any representation, act or omission whatsoever of the other.  

Force Majeure.
  Neither party shall be liable for failure to perform where such failure is due to fire, flood, power outages, strikes, war (declared or undeclared), acts of terror, embargoes, blockages, legal restrictions, governmental regulations or orders, riots, insurrections, Act of God, or any cause beyond the affected party’s control. 

No Waiver.
  Neither party’s failure to exercise or enforce any provision of this Agreement or to waive any rights in respect thereto shall be construed as constituting a continuing waiver or waiver of any other right. 

Severability.
 If any provision of this Agreement is held to be unenforceable, such provision shall be deemed rewritten in such a manner so as to be enforceable and to reflect as closely as possible the intent of the original provisions. 

Choice of Law.
This Agreement shall for all purposes be governed and construed in accordance with the law of the Commonwealth of Virginia without regard to its choice-of-law rules. 

Amendment/Assignment.
This Agreement may not be amended or assigned by Sponsor without BBNA’s written and signed consent. 

Facsimile; Counterparts.
  This Agreement and any modifications, waivers or notifications relating thereto may be executed and delivered by facsimile or electronic mail, which shall constitute the final agreement of the parties and conclusive proof of such agreement. The Parties may sign in counterparts, and such counterparts, taken together, shall constitute the full and complete agreement. 

Use of Marks.
Neither party shall use the name, trademark, service mark or logo of the other without prior written consent, except that no consent shall be required regarding BBNA’s use of Sponsor’s name, logo and marks for the purposes permitted in this Agreement. 

Survival.
Provisions that by their terms or nature are intended to survive the performance, termination or expiration of this Agreement shall survive and shall continue in full force and effect including, without limitation, indemnification, limitations of liability and confidentiality provisions.

 Revised July 2018