SXSW SYDNEY 2024 Sponsorship Terms & Conditions

This Event Partnership Agreement comprises of the separate signed insertion order (Insertion Order) and these Event Standard Terms & Conditions (Agreement) which sets out the key terms and conditions regarding certain rights and benefits granted by SXSW SYDNEY PTY LTD (ABN 13 661 937 980) of 175 Liverpool Street, Sydney NSW 2000 Australia (Event Producer) to the company specified in the Insertion Order (Partner) in relation to the Partner activation at SXSW Sydney 2024 (SXSW Sydney 2024).

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1. Rights & Benefits

(a) Event Producer reserves the right, in its sole discretion, to modify the dates and/or locations of SXSW Sydney 2024 programming and assets, and the right to discontinue certain assets under this Agreement (provided such changes will be uniformly applied to all sponsors and partners of the same level).

(b) If Event Producer elects to discontinue or modify SXSW Sydney 2024, the programming or assets provided under this Agreement, Event Producer will provide Partner with replacement assets or benefits which are reasonably commensurate with the discontinued or modified assets or benefit.

1.1 Official Designation & Exclusivity

Unless otherwise specified in the Insertion Order:

(a) rights received by Partner in relation to the Official Designation are non-exclusive;

(b) nothing prevents Event Producer from licensing, selling or granting any rights in respect of any part of the Event (including but not limited to sponsorship, panels, tracks, exhibitions spaces and corporate hospitality), to any third party, including to any competitor of Partner; and

(c) Partner further acknowledges that SXSW Sydney 2024 programming is kept separate from SXSW Sydney 2024 marketing and sponsorship, and Event Producer reserves the right to book conference speakers or participants without regard to affiliation with Partner and/or its direct competitors. Digital technologies, music platforms, transportation, financial services and film related programming developed by other brands, including competitors, are among the topics discussed at SXSW Sydney and they may be included in official SXSW Sydney 2024 programming.

1.2 Outside Promotion

Partner agrees not to produce, promote, endorse, market, sponsor, or participate in any Competitive Events (as defined below) without the prior written consent of Event Producer.

1.3 Approved Third Party Partner

(a) Partner agrees it will not incorporate the promotion of any brands (other than Partner’s designated Brand) at SXSW Sydney 2024, within SXSW Sydney 2024 related content, within Partner’s content deliverables (if applicable) or at the Partner Activation Location and/or Approved Affiliate Activity Location (each a Third-Party Partner) without the prior express written approval of Event Producer. For the avoidance of doubt, this includes any marketing and promotional collateral and signage made available within the Partner Activation Location and/or Approved Affiliate Activity Location.

(b) Partner acknowledges that a maximum of three (3) Third-Party Partners will be allowed (subject to Event Producer approval) to ‘activate’ per each day of the Partner Activation Dates within the Partner Activation Location

(c) Partner acknowledges that where a Third-Party Partner is approved by Event Producer (an Approved Third-Party Partner), such Approved Third-Party Partner will be subject to the terms of these Event Standard Terms & Conditions or may be subject to a separate license agreement which may include additional payment of a license fee(s). Prior to a fully executed license agreement being entered into between Event Producer and Approved Third-Party Partner, Partner must ensure that the Approved Third-Party Partner(s) first obtains Event Producer prior written approval before using the SXSW Sydney 2024 Marks. Any breach of this requirement by a Third-Party Partner will be deemed a breach by Partner.

1.4 Exclusions

(a) Partner acknowledges that Event Producer has granted certain rights and benefits to its SXSW Sydney 2024 “Super Sponsors”; “Major Sponsors”; “Strategic Sponsors” and “Official Sponsors” (Official Event Sponsors). Unless expressly agreed in writing with Event Producer, Partner is prohibited from promoting, endorsing or including any materials relating to Partner’s participation at SXSW Sydney 2024 (including delivery of the Partner Activation) that relates or includes a reference to:

(i) any outbound tourism (from New South Wales);
(ii) airlines;
(iii) banking;
(iv) credit cards;
(v) teleco(vi) alcohol (i.e. spirits, beer and cider); andmmunications & ISP;
(vii) any other exclusions as advised by Event Producer from time to time.

(b) Partner acknowledges that in relation to the Official Event Sponsors:

(i) Official Event Sponsor branding may appear on signage in and around SXSW Sydney 2024 precinct which includes the surrounding areas of Partner Activation and/or Approved Affiliate Activity;
(ii) where the Partner Activations include Panel Sessions, Official Event Sponsor(s) names and/or logos will be the only name(s) and/or logo(s) (other than the SXSW Sydney 2024 Marks) included on any backdrops (LED or wall) at the Panel Session.
(iii) if a bar/drinks offering is included within Partner Activation or Approved Affiliate Activity, Partner will only serve Official Event Sponsor (as applicable) products unless exclusive pourage rights already exist within the respective Partner Activation Location and/or Approved Affiliate Activity Location venue; and
(iv) where exclusive pourage rights exist within the respective Partner Activation Location and/or Approved Affiliate Activity venue, Partner will use best endeavours to only provide Official Event Sponsor products at the Partner Activation and/or Affiliate Activity, however, if Partner is unable to secure such rights, Partner will notify Event Producer of these existing pourage rights including which brands/products such exclusive rights relate to.

1.5 Badges & Early Bird Discount

(a) Partner (or Partner’s designated Credential Holder(s)) must register attendance for SXSW Sydney 2024 via the Event Producer’s official online registration process and agrees to comply with all SXSW Sydney 2024 Policies.

(b) Each Credential is for personal use by Partner (or Partner’s designated Credential Holder(s)) only and must not be sold, transferred, or resold by either Partner, its agents or employees or used for competition or other promotional purposes without Event Producer’s express prior written approval.

(c) Event Producer reserves all right to cancel any Credential for breach of any conditions listed within this Agreement and/or within any of the SXSW Sydney 2024 Policies.

(d) Unless otherwise expressly agreed in writing by Event Producer, all additional costs for Partner (or Partner’s designated Credential Holder(s)) to attend SXSW Sydney 2024 will be the sole responsibility of Partner.

1.6 Marketing Benefits

(a) As applicable, Partner will provide Event Producer with ready-to-use artwork in advance of any publication deadlines advised by Event Producer. Where Partner does not adhere to such publication deadlines, Event Producer is not required to provide the relevant Marketing Benefits and such non-delivery by Event Producer will not be deemed a breach of this Agreement.

(b) Event Producer will have absolute discretion as to the exact size and placement of the Partner Marks on any marketing collateral relating to SXSW Sydney 2024.

(c) Partner agrees to comply with all deadlines and/or branding guidelines advised by the Event Producer in relation to the Marketing Benefits.

(d) the platform, content and exact timing(s) of publishing the social media content will be in the Event Producer’s absolute discretion.

(e) In the lead up to SXSW Sydney 2024, Partner will receive the opportunity to conduct SXSW Sydney 2024 related promotional activities in connection with its Partner Activation (at Partner cost), provided that Partner has obtained the prior written approval of Event Producer in each instance. Partner is responsible for complying with all laws and regulations in relation to all such promotional activities.

1.7 Partner Activation & Admission

(a) If applicable, Event Producer will make available to the Partner, the Partner Activation Location for the sole purpose of the Partner hosting and conducting the Partner Activation.

(b) Unless otherwise specified in this Agreement or expressly agreed in writing with Event Producer, Partner will only admit valid Credential Holders to the Partner Activation Location during operating times (no free guest lists).

(c) Where Event Producer requires the use of the SXSW Sydney admission policy for public facing activations (SXSW Sydney Admission Policy), Partner acknowledges that the SXSW Sydney Admission Policy is a unique admission system that must always be adhered to (no free guest lists, VIP lists or third-party reservation platforms) at all times. Partner further acknowledges that unless the Partner Activation Location is controlled by Event Producer, Partner must manage and control all access to the Partner Activation Location in accordance with the SXSW Sydney Admission Policy, in order of the following priority:

(i) Primary Access to (A) all Platinum Credential; and where applicable (B) specific Industry Credential (i.e. Music Industry Credential will receive Primary Access to a Music Festival related events or activations);
(ii) Secondary Access to all other Credential Holders (subject to capacity requirements of the Partner Activation Location); and
(iii) admission to the public/non-Credential Holders who have either (A) purchased at-the-door general admission tickets or, (B) granted free admission (up to 20% of the total capacity of Partner Activation Location).
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(d) Partner acknowledges and agrees that:

(i) Partner Activation must comply with all applicable laws and be in accordance with any aesthetic or SXSW Sydney guidelines issued by Event Producer and/or Partner Activation Location owner/operator.
(ii) final details (including, but not limited to, exact dates and times on the Official Event Program, subject matter of the activity(ies), talent/participants, fit out, signage, branding, theming and concept, as applicable) of Partner Activation will be subject to, and conditional upon, the written approval of Event Producer;
(iii) any requests by the Partner to change any aspect of the Partner Activation or Partner Activation Location will be subject to Event Producer’s prior written approval;
(iv) the size, and/or location and/or placement (as applicable) of any space(s) allocated by Event Producer for the Partner Activation within the Partner Activation Location will be at the sole discretion of Event Producer; and
(v) subject to the Event Producer’s written approval as to content, sizing, location and placement, Partner may display signage at the point of entry and inside the Partner Activation which feature the Partner Marks. For avoidance of doubt, no third-party marks, names or images are permitted to feature on any Partner Activation boards or signage unless expressly approved by Event Producer in writing.

(e) unless expressly stated in the Insertion Order, all costs associated with Partner Activation including the fit out and operation of such (including but not limited to, procurement of venue, production, staffing, food, beverages, permitting, licensing, utilities, signage, branding, theming, furniture, talent, host, bump-in/bump-out days, use of Event Producer contractors/suppliers etc.) will be the sole responsibility of Partner. All final Partner Activation fit-out plans will be provided to Event Producer by no later than 1 September 2024 for Event Producer prior written approval.

(f) Partner will only hire contractors and suppliers to provide services to the Partner within the Partner Activations who are appropriately qualified and licensed per the relevant legal and regulatory requirements and/or industry custom and practice (e.g. security providers; RSA) and approved by the Partner Activation Location venue (if required by the venue under the relevant venue hire agreement).

(g) Partner is wholly responsible for the conduct of all persons admitted into the Partner Activation Location. Partner must comply with all applicable legal and regulatory requirements, as well as all license terms and conditions applicable to the spaces within the Partner Activation Location.

(h) If applicable, Partner acknowledges that Lead Retrieval will be provided by a third-party provider on behalf of the Event Producer. Use of any data collected as part of the Lead Retrieval will be subject to all applicable privacy laws and regulations and any further terms and conditions provided by the third-party Lead Retrieval provider.

1.8 Approved Affiliate Activity

(a) Partner acknowledges and agrees that:

(i) the Approved Affiliate Activity must be a private, invitation-only event which is not open to the public, not listed publicly on any online platform or Official Event Program, will not feature any form of public RSVP, and will not appear on any aggregated party lists;
(ii) any use of the SXSW Sydney 2024 Marks in connection with the Approved Affiliate Activity must be pre-approved in writing by Event Producer and subject to any notified conditions by the Event Producer;
(iii) Partner may display event signage at point of entry which features Partner Marks, subject to Event Producer’s approval as to sizing, location and placement and provided that no exterior signage features any third party brands that compete with the Official Event Sponsors, or brands not approved by Event Producer. Partner may brand the internal space as it wishes; and
(iv) Partner must provide Event Producer with site plans, run of show and certificates of insurance for the Approved Affiliate Activity.
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(b) unless expressly stated the Insertion Order, all costs associated with Approved Affiliate Activity including the fit out and operation of such (including but not limited to, procurement of venue, production, staffing, food, beverages, permitting, licensing, utilities, signage, branding, theming, furniture, talent, host, bump-in/bump-out days, use of Event Producer

contractors/suppliers etc.) will be the sole responsibility of Partner. All final

Approved Affiliate Activity fit-out plans will be provided to Event Producer by no later than 1 September 2024 for Event Producer prior written approval.

(c) Partner will only hire contractors and suppliers to provide services to the Partner within the Approved Affiliate Activity Location who are appropriately qualified and licensed per the relevant legal and regulatory requirements and/or industry custom and practice (e.g. security providers; RSA) and approved by the Approved Affiliate Activity Location venue (if required by the venue under the relevant venue hire agreement).

(d) Partner is wholly responsible for the conduct of all persons admitted into the Affiliate Activity by Partner. Partner must comply with all applicable legal and regulatory requirements, as well as all license terms and conditions applicable to the Affiliate Activity Location.

1.9 Public Announcements

(a) Partner acknowledges that the marketing and promotion of SXSW Sydney 2024 involves numerous stakeholders, sponsors, partners and participants and that, as such, any public announcements or marketing relating to SXSW Sydney 2024 need to be carefully managed and staged by Event Producer as to distribution channel, timing, geography, etc. Partner agrees therefore that it will only be entitled to use the SXSW Sydney 2024 Marks and reference the Official Designation in public announcements or statements strictly according to any guidelines and/or reasonable directions advised by the Event Producer.

(b) Any and all other uses of the SXSW Sydney 2024 Marks and/or marketing materials as contemplated by this Agreement are subject to the prior written approval of Event Producer.

1.10 Placement/sampling

Partner represents and warrants that any products (and its accompanying packaging and product collateral or premiums that it samples or provides to the SXSW Sydney 2024 participants or attendees, or any concessionaires or contractors, shall be properly labeled, of merchantable quality, and fit for purpose and/or consumption in accordance with all applicable laws, rules and regulations.

1.11 Content Capture Plan

(a) Partner acknowledges and agrees that if Partner wishes to record, stream, photograph or otherwise reproduce or distribute any audio, video or images of Partner’s participation at SXSW Sydney 2024 (Event Content), Partner must submit a content capture form (as provided to Partner by Event Producer) to Event Producer by 1 September 2024 or a later date approved by Event Producer in writing detailing Partner’s plans to capture content within Partner Activation and SXSW Sydney 2024 (as applicable), including, without limitation, Partner’s requested end usage and social media promotional plan for the Event Content (Content Capture Plan).

(b) The following terms apply to approved Content Capture Plan, the Partner will:

A. bear all responsibility for all clearances and/or releases for, including but not limited to talent, music, or acts that appear in the Event Content and will ensure that such clearances and/or releases extend rights to Event Producer in accordance with the terms of this Agreement;
B. not record, reproduce, or transmit any aspect of SXSW Sydney 2024 (including the Event Content) without the prior written approval of Event Producer;
C. organically (i.e. no media spend) distribute Event Content on Partner’s wholly owned website(s) and social media channels provided the Event Content is not sponsored by any third parties. Any Event Content posted on the Partner’s social media channel must include the tag “@sxswsydney” for each use;
D. not use an overhead jib, boom or drone in its capture of Event Content or recording production;
E. use the SXSW Sydney 2024 Marks in the title, name, and/or other identifiers of the Event Content (subject to these Event Standard Terms and Conditions). Any further use of the SXSW Sydney 2024 Marks within the Event Content may only be used to the extent it appears in the actual Event Content footage (without being inserted through editing or other means); and
F. ensure use of Event Content by Partner will cease no later than 31 December 2024 (License Period). For the avoidance of doubt, Partner will not be required to actively remove any Event Content that features on Partner’s official social media channels or archived digital media pages, so long as Partner does not repost, use, repurpose the Event Content following completion of the License Period.

(c) If the subject matter or nature of the Partner’s approved Content Capture Plan changes in any way or for any reason, Event Producer reserves the right to retract Partner’s right to any content capture under the Content Capture Plan. If this occurs, Partner must submit a revised Content Capture form, pending subsequent written approval from Event Producer.

(d) Without limiting Partner’s rights under the Content Capture Plan, Partner acknowledges that Event Producer may:

(i) photograph or capture via audio-visual means, its own content relating to SXSW Sydney 2024. This may include photographs or video recordings of the Partner Activation (Event Media); and
(ii) grant journalists and members of the media credentials to conduct photo and/or audio-visual coverage of SXSW Sydney 2024, which may include coverage of the Partner Activation (Press Media),

and for the avoidance of doubt, Event Media and Press Media will not constitute, and must not be used as Event Content.

(e) Partner acknowledges and agrees that Event Producer must receive a copy of all Event Content and may use the Event Content shared by the Partner in any promotional materials relating to SXSW Sydney 2024.

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2. Consideration & Payment Terms

2.1 Payment of Fees

(a) The Fee will be due and payable upon signing of this Agreement.

(b) For the avoidance of doubt, Partner acknowledges that prior to the first day of SXSW Sydney 2024, full payment of the Fee is required.

(c) Partner acknowledges and agrees that failure to make the payment of the Fee in accordance with the Payment Terms will constitute a material breach of this Agreement and Event Producer will be entitled to terminate this Agreement and cease providing the Benefits from the date of breach and terminate this Agreement without prejudice to any other rights of the Event Producer. For the avoidance of doubt, termination of this Agreement does not release the Partner from paying the Fee, which will remain payable and must be paid on written demand by Event Producer.

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3. Trademarks & Logos

3.1 SXSW Sydney 2024 Marks

(a) For the limited purposes set out in this Agreement, Event Producer grants to Partner a worldwide, non-transferable, limited, non-exclusive, royalty-free, revocable license to use the SXSW Sydney 2024 Marks and Official Designation (if applicable).

(b) Each use of the SXSW Sydney 2024 Mark will require Event Producer’s prior written approval.

(c) Partner will be entitled to continued use of any approved usage of SXSW Sydney 2024 Mark for the purposes of exercising its rights under this Agreement, without seeking approval in each instance, so long as such continued use does not deviate from the approved use (such as type, platform, format, timing, purpose etc.) and any conditions for such use.

(d) Partner must strictly comply with all brand guidelines and standards issued by Event Producer that relate to the use of SXSW Sydney 2024 Mark.

(e) Unless otherwise expressly stated, the licenses described in this clause 3.1 will cease thirty (30) days after the completion of the Term, or upon early termination of this Agreement, whichever is earliest.

3.2 Partner Marks

(a) Partner grants to Event Producer a worldwide, transferable, limited, non-exclusive, royalty-free, revocable license to use the Partner Marks in accordance with the terms of this Agreement, for the purpose of recording, marketing and promoting Partner’s participation at SXSW Sydney 2024 and/or in connection with the delivery of the Benefits.

(b) Event Producer may also use the Partner Marks in marketing materials for future years, provided that such use is in historical archival context.

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4. Warranties & Indemnities

4.1 Warranties

Each party represents and warrants to the other party that:

(a) it has the authority to enter into, and perform its obligations under this Agreement;

(b) the person signing this Agreement is duly authorised to execute this Agreement on its behalf; and

(c) it has the full and lawful authority to grant the rights, licences and releases set out in this Agreement, and to use and licence any relevant materials and marks in connection with this Agreement, and such rights do not infringe any third-party rights.

4.2 Where Partner is an agency acting on behalf of a Brand, Partner represents and warrants that it is authorised to act on behalf of the Brand, authorised to bind the Brand to participate in SXSW Sydney 2024 and procures on behalf the Brand, that the Brand has read and understood these Event Standard Terms & Conditions (including without limitation, in relation to the use of SXSW Sydney 2024 Marks).

4.3 Indemnities

(a) Partner hereby releases and agrees to defend and indemnify Event Producer, SXSW, LLC., and their respective affiliates, and each of their officers, directors, representatives, contractors and employees (Indemnified Parties) from any and all loss or liability arising out of or in connection with any aspect of Partner’s participation in SXSW Sydney 2024 and/or enjoyment of the Benefits, including, without limitation, any and all damages or claims of damages to persons or property at, during or associated with SXSW Sydney 2024, infringement or alleged infringement of copyright or other protected right, or breach of any warranty made by Partner in this Agreement, save to the extent caused by the gross negligence or willful misconduct of the Indemnified Parties.

(b) Event Producer holds on trust for each of the Indemnified Parties (other than Event Producer), the benefit of the indemnity specified in clause 4.3(a).

(c) Partner will indemnify Event Producer, the Partner Activation Location venue owner/operator and/or Approved Affiliate Activity Location venue owner/operator (as the case may be), and their respective affiliates, and

each of their officers, directors, representatives, contractors and employees

(Venue Indemnified Parties) from any and all loss or liability arising out of or in connection with Partner’s use of the Partner Activation Location and/or Affiliate Activity Location, save to the extent caused by the negligence or willful misconduct of the Venue Indemnified Parties.

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5. Confidentiality

(a) The parties agree that any confidential or proprietary information shared by either party, as well as the terms of this Agreement, are confidential. Each party represents and warrants that it will not disclose such terms to any third party other than its professional advisors without the other party’s written consent, except as required by law or permitted in this Agreement.

(b) Partner will not make or publish any statement(s), announcement(s), comment(s) or post(s) that refer to SXSW Sydney 2024, the Partner’s participation at SXSW Sydney 2024 and/or the Event Producer, unless otherwise expressly agreed in writing by Event Producer or provided for under this Agreement.

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6. Insurance

(a) Partner will procure and maintain, at its own expense, during the Term, the following insurance:

i. Public Liability insurance, including contractual, products and completed operations, advertising liability, personal injury, bodily injury and property damage liability with a combined single limit of not less than AU$20,000,000 per occurrence;
ii. Worker's Compensation insurance in accordance with the applicable law;
iii. If alcohol will be served, Liquor liability insurance with a single limit liability of not less than AU$10,000,000;
iv. If Partner is providing content deliverables to Event Producer to distribute on SXSW Sydney 2024 Platforms, media liability insurance with limits no less than $1 million per occurrence and in the aggregate covering defamation, infringement of copyright, infringement of trademark and invasion of privacy; and
v. If required by Partner’s participation in SXSW Sydney 2024, Commercial Motor Liability insurance with a limit of no less than $10,000,000 per occurrence.
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(b) Partner will require the contractors it engages (if any) for the purpose of executing the Benefits related to Partner’s presence at SXSW Sydney 2024 to purchase and maintain insurance of the type specified in this clause 6 above.

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7. Termination

(a) Event Producer shall have the right to terminate this Agreement if:

i. it no longer has the rights to SXSW Sydney 2024;
ii. it fails to gain the required planning permission or licenses for SXSW Sydney 2024;
iii. the performance of its obligations or receipt of the Fees would, as reasonably determined by Event Producer, result in non-compliance with any laws, rules and regulations; or
iv. the whole or any parts of the amounts due from Partner to Event Producer are not paid within 14 days after the due dates (whether formally demanded or not).

(b) Either Party may terminate this Agreement forthwith by notice in writing to the other Party if:

i. the other Party commits a material breach of this Agreement and, in the case of such breach being capable of remedy, does not remedy such breach within 7 days of being given notice in writing specifying the breach and requiring its remedy;
ii. the other Party enters into liquidation or dissolution otherwise than for the purpose of an amalgamation or reconstruction, save in circumstances approved by the first Party; or
iii. the other Party ceases to carry on business, has a receiver or administrator appointed over all or any part of its assets or undertakings, enters into any compromise or arrangement with its creditors or takes or suffers any similar action in consequence of a debt or other liability.

(c) If this Agreement is terminated by Event Producer in accordance with clause 7(a).iv or 7(b), then any unpaid portion of the Fee and any other amounts due will become immediately become due and payable by Partner.

(d) If the Agreement is terminated by Partner in accordance with clause 7.b, Partner will be entitled to a pro-rata refund of any Fees actually paid for Benefits not yet received by Partner as of the date of termination and will have no further liability for the Fee in respect of the remaining period of the Term.

(e) Termination of this Agreement will be without prejudice to the rights and obligations of the parties existing at the date of termination including the right to take action in respect of the circumstances giving rise to such termination.

(f) Upon the termination of this Agreement:

i. all Benefits (including any complimentary Credentials or Early Bird Rate opportunities) and any other of Partner's rights and opportunities under this Agreement will immediately terminate and automatically revert to Event Producer;
ii. Partner will immediately discontinue all use of its rights under this Agreement including in respect of the Benefits and will no longer take any action of any kind which suggests any association between Partner and Event Producer or the Event; and
iii. Event Producer may immediately grant to any third party the rights and opportunities granted to Partner under this Agreement including the Benefits.

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8. Force Majeure

(a) Without limiting the parties’ rights under clause 7, a party is not liable for any failure to perform or delay in the performance of its obligations under this Agreement if the failure or delay is caused, whether directly or indirectly, by a Force Majeure Event for so long as the Party complies with its obligations under clause 8.b in respect of the Force Majeure Event. Partner acknowledges that a Force Majeure Event does not relieve Partner of its obligation to pay the Fee for benefits actually received at the time of such Force Majeure Event.

(b) The Party unable to perform its obligations due to a Force Majeure Event (Affected Party) must:

i. notify the other Party immediately, including describing the impact or anticipated impact of the Force Majeure Event on the Affected Party's performance; and
ii. use its reasonable endeavours to continue or resume its performance in accordance with this Agreement as soon as possible, including by:
- A. remedying or causing to be remedied any impact of the Force Majeure Event that is capable of remedy; and
- B. keeping the other Party informed in relation to any change in its ability to continue or resume its performance.

i. In circumstances where Event Producer is unable to provide all or part of the onsite Benefits (if any) due to a Force Majeure Event (which will not be deemed a material breach of this Agreement), then Event Producer may replace the undelivered onsite Benefits with comparable virtual assets of the same value (if available) (Virtual Assets); or
ii. If the whole of SXSW Sydney 2024 does not proceed due to a Force Majeure Event or Event Producer is unable to provide Virtual Assets, then the Benefits (not yet received by Partner) will be rolled over to the next SXSW Sydney event held by Event Producer; or
iii. Where part of SXSW Sydney 2024 (which impacts Partner’s receipt of Benefits) does not proceed due to a Force Majeure Event then Partner will in the first instance discuss in good faith with Event Producer alternative ‘make good’ benefits for Partner to receive at SXSW Sydney 2024 or at the next SXSW Sydney event held by Event Producer (Alternative Benefits). If the parties are unable to agree on the Alternative Benefits, then Partner will receive a refund of any Fee (if any) actually paid by Partner on a pro-rated basis (taking into consideration the Benefits received by Partner up until the date of non-delivery (as determined by Event Producer)) less any hard costs incurred by Event Producer for the fulfillment of this Agreement.

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9. General

(a) All rights not specifically granted to Partner are reserved by Event Producer.

(b) This Agreement constitutes the full and complete understanding of the parties with respect to the subject matter and supersedes all prior agreements and understandings with respect to the subject matter.

(d) This Agreement may be executed in counterparts. All executed counterparts constitute one document. For the avoidance of doubt, signatures transmitted as pdf files or electronically using electronic signing software have the same force and effect as original signatures.

(e) A Party may not assign or otherwise deal with its rights or obligations under this Agreement without the consent of the other Party. Partner may not sell, resell, lease, rent, trade, auction or otherwise transfer to any third-party any of the Benefits identified in this Agreement, including but not limited to advertising rights, logo placement, website exposure, conference registrations, trade show display space, bag insert space, lounge presence, stage presence or award rights.

(f) Nothing in this Agreement establishes an agency, partnership, or joint venture between the Parties, or relationship of employer or employee, between the Parties (or between either Party and the other Party’s personnel), and this Agreement does not authorize either Party to make or enter into any commitments for on behalf of the other Party.

(g) The rights provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Agreement.

(h) Each Party must bear its own costs in preparing and executing this Agreement.

(i) If at any time a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that provision must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable.

(j) This Agreement is governed by the laws of New South Wales, Australia and the parties agree to submit to the non-exclusive jurisdiction of the Courts of that State.

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10. Definitions

Approved Affiliate Activity Location means the location/venue/space allocated by Event Producer or procured by Partner, for the purposes of holding the Approved Affiliate Activity.

Badge is the equivalent to a ‘ticket’ that provides a Credential Holder with select access (via a Platinum Badge or Industry Badge) to various aspects of SXSW Sydney 2024 including but not limited to screenings, performances, events, and activities held across the Event Dates.

Benefits mean the rights and benefits provided by Event Producer to Partner in relation to SXSW Sydney 2024 specified in the Commercial Terms.

Brand means the ‘brand’ specified in the Parties details on the top of page 1 (if any).

Competitive Events means a conference and/or festival and/or event similar to SXSW Sydney that promotes the screen, music, gaming, tech and/or innovation industries which is scheduled to be or is held in Australia during the period commencing thirty (30) days before, and ending thirty (30) days after, the. Event Date.

Credentials means Badges, Wristbands, and any other SXSW Sydney passes or credentials made available by Event Producer for SXSW Sydney 2024.

Credential Holder means the registered holder of a Credential.

Effective Date is the date this document is duly signed by both parties.

End Date is 21 October 2024.

Event Dates means 14 – 20 October 2024.

Event Description means Event Producer will be promoting a seven (7) day festival and conference known as ‘SXSW Sydney’ to be held on 14 – 20 October 2024 in and around Sydney, Australia (SXSW Sydney 2024).

Festival Pillars means each festival held as part of SXSW Sydney 2024 including Music Festival, Games Festival, Screen Festival and Tech & Innovation Festival.

Force Majeure Event means an event not reasonably within a party's control having exercised reasonable diligence, including but not limited to fire, storm, flood, earthquake, act of God, war (whether declared or undeclared), acts of terrorism, industrial dispute, blockade, lightning, explosion or meteor, governmental restraint, expropriation or prohibition.

Industry Badge provides Credential Holder with select access to a specific festival at SXSW Sydney 2024 (i.e. if a Credential Holder has a Games Industry Badge, that Credential Holder will receive Primary Access to the events and activities held as part of the ‘Games Festival’ and Secondary Access to events and activities held as part of the ‘Music Festival’ and ‘Screen Festival’).

Major Sponsor means a third-party brand who receive category exclusivity over a single Festival Pillar such as the ‘Music Festival; Screen Festival; Games Festival; or Tech & Innovation Festival’.

Official Event Program means the official SXSW Sydney schedule (detailing all conference sessions, events, activities, etc.) listed on the official Event app and official Event website.

Official Designation means the official designation granted to Partner by Event Producer specified in the Insertion Order.

Partner Activation means the approved activation held by Partner as part of the Official Event Program and as further specified in the Insertion Order.

Partner Activation Location means the location/venue/space allocated by Event Producer or procured by Partner for the Partner Activation in the SXSW Sydney 2024 precinct.

Partner Mark

Platinum Badge means gives Credential Holder Primary Access to select events and activities held at SXSW Sydney 2024.

Primary Access means fast-tracked, primary lane entry into various aspects of SXSW Sydney via select ‘Primary Lane’ entry-points.

Secondary Access means secondary entry into various aspects of SXSW Sydney 2024 after the Primary Access is exhausted.

Super Sponsor means third-party brand or partner receives industry specific category exclusivity over SXSW Sydney 2024 as a whole.

SXSW Sydney 2024 Mark:

SXSW Sydney 2024 Policies means, where applicable, Participation and Credential Terms, terms of entry (provided at the specific venue), ticketing terms and conditions, Code of Conduct, Privacy Policy, or any other policies that may be notified by the Event Producer from time-to-time.

SXSW Sydney 2024 Platforms means official SXSW Sydney Instagram page, Facebook page, X page, LinkedIn page, YouTube channel, website and any other platforms that house an official ‘page’ dedicated to SXSW Sydney 2024.

Term means the term that commenced on the Effective Date and automatically expires on the End Date.

Wristband gives Secondary Access to a specific festival of the Event (‘Music Festival’, ‘Games Festival’ or ‘Screen Festival’) for performances, screenings and showcases.