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ICSC Terms and Conditions for Membership, Advertising, Events, Exhibit Space, and Sponsorships

ICSC MEMBERSHIP TERMS AND CONDITIONS

Agreement to ICSC Membership Terms and Conditions.
These ICSC Membership Terms and Conditions govern your Membership with the International Council of Shopping Centers, Inc. and its affiliates (“ICSC”, “we”, “our”, “us”). By applying for, renewing, purchasing, or using ICSC membership, you (“Member”, “Applicant”, “your”) agree that you are bound to observe and abide by these ICSC Membership Terms and Conditions and by such additional terms or conditions as amended by ICSC from time to time in accordance with ICSC’s Bylaws (the “Agreement”). This Agreement sets forth the entire agreement between you and ICSC with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings, written or oral.

A. Membership Types and Eligibility
We offer the following Membership types: Regular Company Member, Associate Company Member, Delegate Member, Public Company Member, Academic Company Member and Retired and Student Members. Further information about Membership types and eligibility, as well as Member benefits, can be found on our website at www.icsc.org/join/become-a-member.

ICSC reserves the right to determine Membership eligibility of all applicants. All Membership applications and Membership renewals are subject to our approval and acceptance. Membership eligibility, dues, fees, services and benefits are subject to change without notice. Membership products and services may vary depending upon your geographic location.

B. Membership Application
To apply for Membership, please complete the online membership application available at www.icsc.org/app#/join/create​.

Member agrees to pay ICSC’s current Membership fee rates as set forth in the relevant application and/or posted online at www.icsc.org. Rates are subject to revision at the discretion of ICSC at any time as set forth herein. 100% of payment is due upon execution of the Membership Application. All Membership Fees are non-refundable.

C. Membership Profiles
We expect Members to submit and maintain accurate and current Member information in connection with their Memberships. Such information includes personal data such as name, address, email address, mobile and landline telephone numbers. You understand that ICSC requires this information in order to provide you with membership services and you agree that ICSC may contact you via mail, email, fax and phone with transactional information regarding your Membership.* Members can change their account information by accessing www.icsc.org and updating their profile, by calling (646) 728-3800, by emailing membership@icsc.org, or by mail addressed to International Council of Shopping Centers, Inc., 1221 Avenue of the Americas, 41st Floor, New York, NY 10020, Attention: Membership. We cannot assume any liability for correspondence, mail or email that is lost, delayed, or misdirected.

D. Term
All approved Memberships and Membership Renewals (other than Student Memberships) will be activated upon receipt of payment of the annual Membership fee and will expire at the end of twelve (12) months. Student Membership will be activated upon receipt of payment of the annual Membership fee and verification of student credentials.

Prior to the expiration date of your Membership, you will receive a renewal notice for dues. An email receipt of your Membership transaction will be provided to you for your records.

E. Transfer of Membership
Regular Company Members, Associate Company Members, Public Company Members and Academic Company Members (each a “Company Member”) are permitted to transfer the designation of their Official Delegate Members with written notice to ICSC. When a Delegate Member’s direct association with a Company Member is terminated, his or her Membership shall terminate unless: (a) the Delegate Member personally paid his or her annual membership dues, in which case his or her membership may be transferred if he or she becomes directly associated with another Company Member; or (b) the Company Member, paid the annual dues for a Delegate Member, in which case it may transfer such Delegate Membership to another principal, officer, or executive in its employ.

F. Membership Cancellation; Suspension and Termination
(i) You have the right to cancel your Membership by written notice to ICSC. ICSC will not reimburse the unused portion of annual Membership dues if the Membership is cancelled or terminated for any reason before the end of the then-current Membership year. Upon Membership termination or cancellation for any reason, all Membership benefits shall cease.

(ii) Unpaid Membership dues will result in the immediate suspension of all ICSC Membership benefits and privileges until payment is received. The Membership of any such delinquent Member shall be terminated thirty (30) days after the date of delivery of notification of such delinquency to such Member unless all delinquent dues assessments are paid within such period.

(iii) ICSC Membership is contingent upon compliance with these Membership Terms and Conditions. ICSC reserves the right to suspend and/or terminate Membership if ICSC determines in its sole discretion that an individual’s conduct is in violation of these Membership Terms and Conditions. Membership may be immediately suspended and shall be terminated (30) days after the date of delivery of notification of such non-compliance to such Member.

G. Use of ICSC Name and Logo
Member agrees to comply with ICSC’s Logo Usage and Guidelines (currently at www.icsc.org/join/icsc-logo-usage-and-guidelines). Members may publicly identify themselves as ICSC Members or refer to their ICSC Membership or participation in an ICSC activity in the context of professional or commercial activities and communications, provided however that Members shall not use the ICSC name in any manner that implies ICSC approval, endorsement, or recommendation, including without limitation with respect to any content, company, product, or service. Members may use the ICSC member logo (available at www.icsc.org/join/icsc-logo-usage-and-guidelines) to identify themselves as ICSC Members. Except as provided above, ICSC’s trademarked names and logos (including without limitation “ICSC” and “RECon”) may not be used in any other manner without the prior written consent of ICSC. Permission to use the ICSC name or logo may be rescinded by ICSC at any time in its sole discretion.

H. Member Information and Privacy
When you apply for ICSC Membership you will be asked to provide certain personal information to us, including your name, title, corporate affiliation, contact information, biography information and photograph (the “Member Data”). You agree that all Member Data you provide to us is true, accurate and complete and hereby grant to ICSC the right to use and publish such Member Data in connection with the ICSC Membership Directory or other business purposes of ICSC. You understand and agree that no compensation will be due to you for these uses, reproductions or distributions of such Member Data, and you hereby waive and release ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same. Any Member wishing to opt-out of the use, reproduction or distribution of Member Data may email a request to ICSC at membership@icsc.org. Please include in the subject line: “Member Data Opt-Out.” Subject to the foregoing, membership information provided by you to ICSC is subject to the ICSC Privacy Policy as amended from time to time, which is hereby incorporated by reference. You may view the current version of the ICSC Privacy Policy at any time online at www.icsc.org/privacy-policy.

Member authorizes ICSC to send Member announcements and notices via mail, email, fax and phone regarding ICSC’s programs and services as well as programs and services of other ICSC members that may be of interest to Member or Member’s colleagues.*

*GDPR Disclosure for Members in the EU: To the extent that your membership is subject to the requirements of the European General Data Protection Regulation (“GDPR”) Member acknowledges that ICSC is a data controller (having the meaning given in the GDPR), and to the extent that Member processes personal data in a business context, for the purposes of this agreement it is also a data controller, and acknowledges its duties under the applicable legislation governing data protection. Any provisions set out in this agreement where consent is given for the purposes of processing personal data is not intended to apply to European Members. Consent will be collected each time it is deemed necessary as stated in GDPR unless the processing of data is permitted under the GDPR pursuant to ICSC’s legitimate interests as defined under the GDPR. Member understands that ICSC has a legitimate interest in contacting member, using and publishing Member data, and otherwise processing Member data as set out in this agreement. Information about how ICSC processes Member personal data can be found at www.icsc.org/privacy-policy.

I. Use of ICSC Member Login and Membership Directory
ICSC Members receive access to “members only” areas of ICSC’s website, including the ICSC Membership Directory. Usernames and initial passwords are provided to each Member upon receipt of the initial Membership dues. Members may not share or disclose their ICSC passwords to third parties, and may not allow third parties to access the ICSC Membership Directory or other “members only” areas of the ICSC website.

The ICSC Membership Directory is proprietary to ICSC and made available to Members as a networking resource. You are prohibited from copying, reproducing, selling or distributing the ICSC Membership Directory in whole or part. ICSC assumes no responsibility for the accuracy of the information contained in the ICSC Membership Directory. ICSC assumes no responsibility for Members’ communications or other content provided by or among Members or other third parties.

J. ICSC Code of Conduct
Each Member shall conduct him/herself in a professional and appropriate manner and shall comply with all applicable laws as well as all applicable policies and rules of ICSC, including without limitation ICSC’s antitrust policy and anti-discrimination and harassment policies.

ICSC supports diversity and inclusion in all aspects of its operations and complies with all applicable laws prohibiting harassment and discrimination. ICSC Membership processes and decisions are administered without regard to gender or gender identity, color, race, ancestry, religion, national origin, age, marital or veteran status, sexual orientation, disability, pregnancy, childbirth or a related medical condition, or any other characteristic protected by federal, state or local law. Members are prohibited from engaging in any behavior or activities that could reasonably be interpreted as unlawful discrimination or harassment.

Member represents and warrants that neither Member, nor Member’s employer, partners, subsidiaries or affiliates or, any director, officer, or employee thereof, is directly or indirectly owned or controlled by a person who is (i) the target of any sanction law imposed by the United States government, including, without limitation, the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by the Office of Foreign Assets Control; or (ii) located, organized, or resident in a country or territory that is, or whose government currently is, the target of sanctions imposed by the United States government, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region.

K. ICSC Membership Contact
International Council of Shopping Centers, Inc.
1221 Avenue of the Americas, 41st Floor
New York, NY 10020
Attention: Membership

Telephone: (646) 728-3800
Email: membership@icsc.org

L. Disclaimers; Limitations of Liability
USE OF YOUR MEMBERSHIP AND ANY OF ITS ASSOCIATED BENEFITS IS AT YOUR SOLE RISK. THE MEMBERSHIP BENEFITS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

MEMBERSHIP PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MEMBERSHIP PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OF OR THE INABILITY TO USE THE ICSC MEMBERSHIP OR ANY BENEFITS THEREOF; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED VIA THE USE OF THE ICSC MEMBERSHIP; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ICSC MEMBERSHIP; OR (iv) ANY OTHER MATTER RELATING TO YOUR ICSC MEMBERSHIP.

M. Indemnification of ICSC
Member, to the extent permitted by law, agrees to defend and indemnify ICSC, and its officers, directors, agents, and employees, of and from all claims, demands, or suits for bodily injury or property damage, including costs and attorney fees, in any way arising out of or related to third party claims based on the negligent acts, omissions or willful misconduct of Member, including without limitation in connection with your membership and your conduct or violation of these Terms and Conditions, except to the extent of the negligence or willful misconduct of ICSC.

N. Changes to This Agreement
We may modify these Terms and Conditions at any time without notice or liability by posting a revised document on the ICSC website located at www.icsc.org. Any change shall take effect immediately, unless otherwise provided.

REV. May 2018

TERMS AND CONDITIONS FOR ICSC ADVERTISING OPPORTUNITIES

1. AGREEMENT TO TERMS, CONDITIONS AND RULES. By submitting any advertising application or insertion order to the International Council of Shopping Centers, Inc. or its affiliates (together, “ICSC”), Advertiser (together with any applicable agency) agrees that these Terms and Conditions are an integral part of the parties’ advertising Agreement and that it is bound to observe and abide by these Terms and Conditions and by such additional terms or conditions made by ICSC or its affiliates and communicated to the Advertiser from time to time. The Agreement, together with these Terms, Conditions and Rules, sets forth the entire agreement between ICSC and Advertiser with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings of the parties, written or oral.

2. COST AND PAYMENT OF ADVERTISING. The Advertiser agrees to pay ICSC’s current rates for the advertising as set forth in the relevant application and/or posted online at www.icsc.org. Rates are subject to revision at the discretion of ICSC at any time as set forth herein. In the case of advertising in which an agency is utilized by Advertiser, the rates include a commission of fifteen percent (15%) of the cost of the advertising which will be paid to any recognized agency at the option of the Advertiser following receipt of all payment by Advertiser to ICSC if instructions for such commission (together with agency’s full contact information) are provided by the Advertiser in writing to ICSC within thirty (30) days of payment of invoice by Advertiser. Advertising rates are exclusive of additional costs such as backup, binding, trimming, folding or mechanical costs. Such additional costs are not commissionable. Inserts may be accepted at the option of ICSC and will be billed at regular black-and-white page rates. Payment shall be remitted to ICSC within thirty (30) days after receipt of an invoice for such advertising.

ICSC reserves the right to refuse Advertiser’s application in the event of prior unpaid invoices of any nature due to ICSC. ICSC further reserves the right to cancel its remaining obligations under this Agreement at any time upon the default of the Advertiser to pay any invoice within the time specified herein. Past due invoices are subject to a two percent (2%) service charge per month. ICSC will apply payments to the oldest outstanding invoice for any product or service. The Advertiser agrees to pay for all service charges, collection fees, costs and attorney’s fees required to collect past due invoices. Advertisers with past due account balances may be prohibited from attending ICSC-sponsored functions including but not limited to conferences.​

3. INCREASE IN RATES. ICSC reserves the right from time to time and in its sole discretion to increase rates for advertising provided that any increase to such rates shall apply to all advertisements in the same classification. In the event of such an increase in rates, the Advertiser shall have the option of continuing with the scheduled advertising at the new rates, or cancelling the scheduled advertising. ICSC shall notify the Advertiser in writing of any increase in rates at least sixty (60) days prior to the effective date of the rate increase, and the Advertiser shall notify ICSC in writing if the Advertiser decides to cancel any scheduled advertising due to a rate increase, at least thirty (30) days prior to the effective date of such rate increase. If, due to the increased rates, the Advertiser cancels any such scheduled advertising in accordance with the terms of this Agreement, ICSC shall not charge the Advertiser the scheduled higher rate for the decreased amount of advertising space used which results from such cancellation, provided that the Advertiser shall make immediate payment of all obligations due under this Agreement.

4. CANCELLATION OF ADVERTISING. Except as expressly provided herein, there shall be no refunds in connection with the cancellation of any advertising. In the event that ICSC discontinues or modifies any of the events, publications or other opportunities for which Advertiser is entitled to an advertising benefit, then the Advertiser shall be eligible for similar participation in such events, publications or other opportunities that ICSC adopts as a replacement for the cancelled event/publication/opportunity.

5. ASSIGNMENT OF ADVERTISING SPACE. Assignment of advertising space will be made on a first come, first serve basis. ICSC shall assign the advertising space to Advertiser for the period of the event or publication as the case may be. Such assignment is made for such period only and does not imply that the same or similar space will be held or offered for future events or publications. ICSC reserves the right to terminate this Agreement, remove or discontinue the Advertiser’s advertisement if ICSC determines in its sole discretion that the Advertiser has violated any part of these Terms and Conditions.

6. CONTENT SPECIFICATIONS; SPACE LIMITATIONS. All advertising must comply with ICSC’s production specifications and must be submitted with the full name (including company name and individual contact person), mailing address, email address and telephone number of the Advertiser and/or agency. ICSC reserves the right to reject, alter or refuse any advertising copy at its sole discretion, or to disapprove any advertising copy in accordance with any production specifications or rules ICSC may now have or may adopt in the future concerning acceptance of advertising matter. No change in advertising copy will be published without the prior consent of the Advertiser. Employment advertising will not be accepted. Any advertising copy resembling news matter or in cartoon technique or comic strip form must carry the word “Advertisement” over each column in which the advertising appears at the top of the page, in a font and size of ICSC’s choosing. The decision as to which advertising copy this provision applies to shall be at ICSC’s sole discretion, but no advertising with such a caption shall be printed without the prior consent of the Advertiser. ICSC shall have the right to omit any advertising when the space allotted to advertising in a particular space has been filled. The Advertiser will not be obligated to pay for any advertising so omitted.

7. STORAGE OF ADVERTISER ART AND MATERIALS. Digital material will be archived for a maximum of twelve (12) months after last use. Files will be returned to Advertiser only upon written request within eleven (11) months after last use.

8. PRINTING ERRORS OR OMISSIONS. ICSC shall not be responsible or liable for any loss or damages suffered by the Advertiser or agency by reason of ICSC’s failure to insert any advertising in any particular space or by reason of any printing, publishing or distribution error made by ICSC, its printer, agents, contractors or subcontractors. In any such event the Advertiser or agency, as the case may be, upon written request, may direct that such advertising be inserted in future comparable advertising space in accordance with the terms and conditions contained herein, or may receive a refund of any monies paid to ICSC for the insertion of the advertising which was omitted.

9. INDEMNIFICATION OF ICSC. Advertiser or agency, to the extent permitted by law, agrees to defend and indemnify ICSC, and its officers, directors, agents, and employees, of and from all claims, demands, or suits for bodily injury or property damage, including costs and attorney fees, in any way arising out of or related to third party claims based on the negligent acts, omissions or willful misconduct of Advertiser or agency in connection with this Agreement, except to the extent of the negligence or willful misconduct of ICSC.

10. REPRESENTATIONS BY ADVERTISER. The Advertiser and/or agency warrants and represents that the advertising materials submitted to ICSC for publication shall not violate or infringe on any proprietary or statutory rights of others, including but not limited to copyright, patent or trademark rights, and shall contain no material from other copyrighted or unpublished works that have been used without the written consent of the copyright owner and/or the owner of any other rights to in such other works, and shall not constitute an invasion of anyone's right to privacy, and shall not libel, slander or defame any person or entity. The Advertiser and/or agency further acknowledges and agrees that it shall be solely responsible for obtaining any licenses, permits, etc. which may be required for it to display, broadcast, or perform any copyrighted materials including but not limited to photos, music, video, and software. The Advertiser and/or agency assumes full and complete responsibility and liability for the content of all advertising copy submitted, printed and published pursuant to this Agreement and in the event of a breach of this section, the Advertiser and/or agency shall defend, indemnify and hold ICSC, its officers, directors, employees and agents harmless from any and all claims or causes of action, including, attorneys' fees and court cost resulting from such breach. The terms of this provision shall survive the termination or expiration of this Agreement.

11. NON-ASSIGNMENT OF AGREEMENT. Neither party may assign any rights nor delegate any duties hereunder without the express prior written consent of the other.

12. FORCE MAJEURE. Should events beyond the control of either party, such as acts of God, war, terrorism, civil disturbance, or any other emergency beyond the parties' control, make it inadvisable, illegal or impossible for either party to perform its obligations under the Agreement or any part thereof, the affected party shall be discharged of its duty to perform the affected duty hereunder without liability. This Agreement may be terminated, and/or specific nonperformance or under-performance may be excused, without penalty or payment, for any one or more of such reasons by written notice from one party to the other.

13. GDPR DATA PROTECTION DISCLOSURE FOR ADVERTISERS/AGENCIES IN THE EU. To the extent that parties’ advertising Agreement is subject to the requirements of the European General Data Protection Regulation (“GDPR”), the Advertiser and/or agency acknowledges that ICSC is a data controller (having the meaning given in the GDPR), and to the extent that the Advertiser and/or agency processes personal data in a business context, for the purposes of this agreement it is also a data controller, and acknowledges its duties under the applicable legislation governing data protection. Advertiser and/or agency acknowledges that ICSC has a legitimate interest in contacting Advertiser and/or agency and otherwise processing Advertiser and/or agency data as set out in this agreement. More information about how ICSC processes personal data can be found at www.icsc.org/privacy-policy.

REV. May 2018

ICSC TERMS, CONDITIONS AND RULES FOR EVENT REGISTRANTS

1. AGREEMENT TO TERMS, CONDITIONS AND RULES. By submitting any Event Registration Form to the International Council of Shopping Centers, Inc. or its affiliates (together, “ICSC”), purchasing any Event Registration pass, or attending any ICSC Event, Registrant agrees that these Terms and Conditions are an integral part of the Registration Form (hereinafter, the “Agreement”) and that Registrant is bound to observe and abide by these Terms and Conditions and Rules and by such additional terms or conditions made by ICSC or its affiliates and communicated to the Registrant from time to time which are hereby incorporated into this Agreement. The Agreement, together with these Terms, Conditions and Rules, sets forth the entire agreement between ICSC and Registrant with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings of the parties, written or oral.

2. COST AND PAYMENT FOR REGISTRATION. The Registrant agrees to pay ICSC’s current rates for registration as set forth in the relevant Registration Form or posted online at www.icsc.org. 100% of payment is due upon execution of the Registration Form.

3. CANCELLATION OF REGISTRATION. All registration fees are non-refundable and non-transferable except as follows: Registrant may cancel the Event Registration and receive a refund of registrant fees (less a $25 cancellation fee per Event Registration) if written cancellation notice is provided to ICSC by the cancellation deadline indicated in the Registration Form.

4. REGISTRANT CONDUCT. At all times during the event Registrant shall conduct him/herself in a professional and appropriate manner and shall comply with all applicable laws, as well as all applicable policies and rules of ICSC and the event venue. Registrant shall refrain from any action that will cause disruption to the event or interfere with event attendee participation in the event. ICSC reserves the right to remove Registrant from the event venue and ban the Registrant from future ICSC events if ICSC determines in its sole discretion that Registrant’s conduct is in violation of these Terms, Conditions and Rules.

5. REGISTRANT INFORMATION; PHOTO/VIDEO RELEASE.* When you register for an ICSC event you will be asked to provide certain personal information to us. You agree that that all information you provide is true, accurate and complete and hereby grant to ICSC the right to use, reproduce and publish such information (including your name, title, corporate affiliation, contact information, biography information and photograph as provided to ICSC) in connection with any ICSC event attendance lists or other business purposes of ICSC. You understand and agree that no compensation will be due to you for these uses, reproductions or distributions of such data and materials, and you hereby waive and release ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same. Any Registrant wishing to opt-out of the use of personally identifiable information can email a request to the ICSC at membership@icsc.org. Please include in the subject line: “PII Opt-Out.” Subject to the foregoing, information provided by you to ICSC is subject to the ICSC Privacy Policy as amended from time to time (currently available at www.icsc.org/privacy-policy), which is hereby incorporated by reference.

ICSC Event Registrants receive access to the applicable ICSC Event Attendee Directory. The ICSC Event Attendee Directory is proprietary to ICSC and made available to Event Registrants as a networking resource. You are prohibited from copying, reproducing, selling or distributing the ICSC Event Attendee Directory in whole or part. ICSC assumes no responsibility for the accuracy of the information contained in the ICSC Event Attendee Directory. ICSC assumes no responsibility for Event Registrants’ communications or other content provided by or among Event Registrants or other third parties.

Registrant hereby consents to the photographing, videographing, and voice recording of Registrant at the event by ICSC, and Registrant hereby grants to ICSC the right to use, reproduce and publish such photographs, videos or recordings for advertising, publicity, or other business purposes of ICSC in any manner and medium worldwide. You understand and agree that no compensation will be due to you for these uses, reproductions or distributions of such photographs, videos, and recordings, and you hereby waive and release ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same. If you have any questions you can contact membership@icsc.org. Please include in the subject line: “PII photo and video question.”

As a benefit to ICSC event attendees and exhibitors, ICSC may engage third party vendors to provide lead retrieval systems and services to ICSC event exhibitors and attendees. This optional service allows an exhibitor/attendee to purchase the use of lead retrieval devices with badge scanning capabilities to facilitate networking and related follow-up activity between individuals participating in ICSC events (“Lead Retrieval User”). Each individual may consent to or decline the scanning of his/her badge by a Lead Retrieval User. Your implied consent will be presumed by permitting the scanning of your badge. Lead Retrieval Users are prohibited from scanning badges of individuals who have declined the scanning of his/her badge. By consenting to the scanning of your badge by a Lead Retrieval User, Registrant understands and agrees to the disclosure of Registrant’s information (including your name, title, corporate affiliation, contact information, biography information and photograph as provided to ICSC) to the Lead Retrieval User and hereby waives and releases ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same.

6. AUTHORIZATION TO ICSC.* Registrant authorizes ICSC and its members to send Registrant announcements and notices via mail, email, fax and phone regarding ICSC’s and ICSC members’ programs and services that may be of interest to Registrant or Registrant’s colleagues. In addition, should Registrant make a room reservation with the ICSC Hotel Room Block (the “Hotel”), Registrant hereby consents to having the Hotel provide, and authorize ICSC and/or its representative(s) to receive, any reservation information Registrant provide to the Hotel.

*GDPR DATA PROTECTION DISCLOSURE FOR REGISTRANTS IN THE EU: To the extent that the Agreement is subject to the requirements of the European General Data Protection Regulation (“GDPR”), Registrant acknowledges that ICSC is a data controller (having the meaning given in the GDPR), and to the extent that Registrant processes personal data in a business context, for the purposes of this agreement it is also a data controller, and acknowledges its duties under the applicable legislation governing data protection. Any provisions set out in this agreement where consent is given for the purposes of processing personal data is not intended to apply to European Registrants. Consent will be collected each time it deems necessary, as stated in the GDPR unless the processing of data is permitted under the GDPR pursuant to ICSC’s legitimate interests as defined under the GDPR. Registrant understands that ICSC has a legitimate interest in contacting Registrant, using and publishing Registrant data, and otherwise processing Registrant data as set out in this agreement. Information about how ICSC processes Registrant personal data can be found at www.icsc.org/privacy-policy.

7. RELEASE AND WAIVER OF CLAIMS FOR EVENT PARTICIPATION. Registrant hereby agrees and acknowledges that Registrant is participating in the foregoing ICSC Event and related activities on Registrant’s own accord. Registrant represents and warrants to ICSC that Registrant is physically and mentally fit and that, as a result, able to participate in the Event and related activities, and Registrant does hereby assume responsibility for Registrant’s own well-being at the Event and related activities. REGISTRANT IS AWARE AND UNDERSTANDS THAT THE EVENT AND RELATED EVENT ACTIVITIES MAY BE DANGEROUS AND/OR INVOLVE THE RISK OF SERIOUS INJURY AND/OR DEATH AND/OR PROPERTY DAMAGE. REGISTRANT ACKNOWLEDGES THAT ANY INJURIES THAT REGISTRANT SUSTAINS MAY BE COMPOUNDED BY NEGLIGENT EMERGENCY RESPONSE OR RESCUE OPERATIONS OF THE COMPANY. REGISTRANT ACKNOWLEDGES THAT REGISTRANT IS VOLUNTARILY PARTICIPATING IN THE EVENT ACTIVITIES WITH KNOWLEDGE OF THE POTENTIAL RISKS INVOLVED AND HEREBY AGREES TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DEATH OR PROPERTY DAMAGE. In consideration of the right to participate in this Event and related activities, Registrant hereby expressly waives any and all rights or claims Registrant may have as a result of participation in this Event against ICSC, its directors, officers, employees, members, staff, and all individuals assisting in instructing, sponsoring and conducting ICSC Event activities, and Registrant hereby fully releases and discharges them from any and all claims resulting from injuries, including death, damages or loss, which may accrue to Registrant or Registrant’s heirs arising out of or in any way connected with Registrant’s participation in the Event and related activities. Registrant further agrees to indemnify, defend and hold harmless ICSC, its directors, officers, employees, members, staff, and all individuals assisting in instructing, sponsoring and conducting ICSC Event activities from any and all claims resulting from injuries, including death, damages or loss, which may accrue to Registrant or Registrant’s heirs arising out of or in any way connected with Registrant’s participation in this Event and related activities.

8. USE OF CORPORATE LOGOS. Registrant shall not use ICSC’s trademarked names or logos without ICSC’s prior written consent and agrees to comply with ICSC’s Logo Usage and Guidelines (currently at www.icsc.org/join/icsc-logo-usage-and-guidelines).

REV. July 2018

ICSC TERMS, CONDITIONS AND RULES FOR EXHIBITORS

1. AGREEMENT TO TERMS, CONDITIONS AND RULES. By submitting any exhibit space application to the International Council of Shopping Centers, Inc. or its affiliates (together, “ICSC”), purchasing any ICSC exhibit space, or participating as an exhibitor at any ICSC event, Exhibitor (and/or Co-Exhibitor as the case may be) agrees that these Terms and Conditions are an integral part of the parties’ exhibit space agreement (hereinafter, the “Agreement”) and that Exhibitor/Co-Exhibitor is bound to observe and abide by these Terms and Conditions and by such additional terms or conditions made by ICSC or its affiliates and communicated to the Exhibitor/Co-Exhibitor from time to time, including but not limited to, those contained in the exhibitor service manual (“Exhibitor Manual”) which ICSC will provide to Exhibitor/Co-Exhibitor in print or electronically, all of which are hereby incorporated in this Agreement. The Agreement, together with these Terms and Conditions, sets forth the entire agreement between ICSC and Exhibitor with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings of the parties, written or oral.

2. COST AND PAYMENT FOR EXHIBIT SPACE. The Exhibitor agrees to pay ICSC’s current rates for the exhibit space as set forth in the relevant application and/or posted online at www.icsc.org. Unless otherwise stated in the exhibit space application, 100% of payment is due upon execution of the application. Exhibit space will not assigned without the appropriate payment.

Exhibitor shall be responsible for all costs attendant upon its participation in the ICSC event including but not limited to, travel and lodging costs, as well as any additional furniture, electrical, labor or other expenses in connection with ICSC exhibitor space.

3. EXHIBIT SPACE ASSIGNMENT. Assignment of exhibit space will be made on a first come, first served basis. ICSC shall assign the exhibit space to Exhibitor for the period of the event only. Such assignment does not imply that the same or similar space will be held or offered for future events. ICSC reserves the right to alter exhibit space assignments as reasonably necessary in its sole discretion.

4. CANCELLATION OF EXHIBIT SPACE; TERMINATION OF AGREEMENT. All deposits and payments are non-refundable and non-transferable. In the event of cancellation, any staff badges provided with the exhibit space shall be forfeited by the canceling exhibitor. ICSC reserves the right to terminate this Agreement, close the exhibit, remove the Exhibitor’s property from the exhibit space, and/or remove Exhibitor from the event venue if ICSC determines in its sole discretion that the Exhibitor has violated any part of these Terms, Conditions and Rules.

5. EXHIBIT CONSTRUCTION AND DESIGN SPECIFICATIONS. The Exhibitor agrees that the construction and design of the Exhibitor’s exhibit space display shall comply with the guidelines detailed in the Exhibitor Manual or as otherwise provided in writing to Exhibitor by ICSC.

6. SHOW HOURS AND DATES. Hours and dates for installing, showing and dismantling exhibits shall be those specified by ICSC in the Exhibitor Manual. The exhibit space must be open for business during official exhibit hours and appropriate representatives of Exhibitor must be present in the exhibit space at all times during the open hours of the event. Exhibit materials (including but not limited to trunks, cases, signage or other exhibit display materials) may not be brought into or out of the exhibit space during the official exhibit hours and no dismantling or packing or removal of such material may occur before the official close of the event. After-hours receptions in the Exhibitor’s space are subject to written approval by ICSC and all food and beverage for such after-hours receptions must be ordered through the official event caterer at Exhibitor’s sole cost. Exhibitor will be solely responsible for scheduling all necessary late booth power for the exhibit space in the event that the after-hours reception will extend past official event hours.

7. INSURANCE. The Exhibitor is responsible for the safety and security of Exhibitor’s property against fire, theft, and property damage. Exhibitor agrees to obtain general liability and fire insurance at Exhibitor’s own cost and expense during the event dates (including move-in and move-out). ICSC, the event venue, and Global Experience Specialist (GES) or such other applicable production vendor as directed by ICSC must be named as coinsured on Commercial General Liability insurance with MINIMUMS of USD $1,000,000 combined single limits including bodily injury, property damage, fire and theft and USD $2,000,000 aggregate (subject to any additional insurance amounts that may be required by the event venue or by applicable law). All parties agree the specified limits or coverage in no way limit the liability of the Exhibitor. Exhibitor shall provide proof of such insurance coverage to ICSC at least thirty (30) days prior to the event.

8. INDEMNIFICATION OF ICSC. Exhibitor, to the extent permitted by law, agrees to defend and indemnify ICSC, and its officers, directors, agents, and employees, of and from all claims, demands, or suits for bodily injury or property damage, including costs and attorney fees, in any way arising out of or related to third party claims based on the negligent acts, omissions or willful misconduct of Exhibitor or its employees, agents or contractors, in connection with this Agreement, except in each case to the extent of the negligence or willful misconduct of ICSC.

9. FORCE MAJEURE. Should events beyond the control of either party, such as acts of God, war, terrorism, civil disturbance, or any other emergency beyond the parties' control, make it inadvisable, illegal or impossible for either party to perform its obligations under the Agreement or any part thereof, the affected party shall be discharged of its duty to perform the affected duty hereunder without liability. This Agreement may be terminated, and/or specific nonperformance or under-performance may be excused, without penalty or payment, for any one or more of such reasons by written notice from one party to the other.

10. NON-ASSIGNMENT OF AGREEMENT. Neither party may assign any rights nor delegate any duties hereunder without the express prior written consent of the other. Subject to ICSC’s prior written approval, Exhibitor may share its exhibit space with a Co-Exhibitor, provided that both Exhibitor and Co-Exhibitor have remitted full payment of all applicable exhibit space fees and Co-Exhibitor fees and provided that Exhibitor and Co-Exhibitor shall be jointly and severally liable under this Agreement.

11. SALES OR TRANSFER OF EXHIBITOR’S BUSINESS. Exhibitor agrees to promptly notify ICSC if there is a sale or transfer of a substantial portion of the assets of Exhibitor’s business, or a transfer of a controlling equity interest in the Exhibitor’s business, or if Exhibitor makes an assignment of its business for the benefit of creditors, or if Exhibitor admits in writing its inability to pay its debts as they come due, or if Exhibitor files a voluntary petition in bankruptcy, or if Exhibitor is adjudicated as bankrupt or insolvent. If any of the foregoing events occur, ICSC may, at its option, terminate this Agreement.

12. UNION LABOR. Exhibitor must comply with all union regulations applicable to set-up, display and dismantling of its exhibit. Union regulations can be found in the Exhibitor Manual.

13. COMPLIANCE WITH APPLICABLE LAWS. The parties agree that, at all times in connection with and throughout the course of the Agreement and thereafter, they will comply with and that they will take reasonable measures to ensure that their subcontractors, agents or other third parties subject to their control or determining influence will comply with all applicable federal, state, and local laws and regulations of the jurisdictions in which the parties conduct business, including without limitation all local, city, state and federal safety, fire and health laws, ordinances and regulations, and shall comply with all applicable event venue policies and regulations regarding installation, dismantle and operation of the exhibit. Exhibitor warrants and represents that it is in full compliance with the Americans with Disabilities Act and all regulations thereunder and agrees that it shall be responsible for the readily achievable removal of barriers relating to its exhibit and the provision of auxiliary aids and services where necessary to ensure effective communication of Exhibitor’s product or services to disabled attendees at the event.

14. COPYRIGHTED WORKS. The Exhibitor acknowledges and agrees that it shall be solely responsible for obtaining any licenses, permits, etc. which may be required for it to broadcast, perform or display any copyrighted materials in connection with its exhibit display (including but not limited to music, video, and software) and Exhibitor shall be solely responsible for all costs, fees and payments (including licensing and royalty fees) in connection with the same. In the event that ICSC is charged for any fees or costs associated with Exhibitor’s use of copyrighted materials, the Exhibitor shall reimburse ICSC for the same within thirty (30) days of receipt of applicable invoice. The Exhibitor assumes full and complete responsibility and liability for the content of all materials displayed or distributed by Exhibitor in connection with its exhibit display. In the event of a breach of this section, the Exhibitor shall defend, indemnify and hold ICSC, its officers, directors, employees and agents harmless from any and all claims or causes of action, including, attorneys' fees and court cost resulting from such breach. The terms of this provision shall survive the termination or expiration of this Agreement.

15. EXHIBITOR CONDUCT. At all times during the event Exhibitor shall conduct itself in a professional and appropriate manner and shall comply with all with all applicable laws, as well as all applicable policies and rules of ICSC and the event venue. Exhibitor shall refrain from any action that will cause disruption to the event or interfere with event attendee participation in the event. Exhibitor shall not congregate or solicit trade in the aisles. The prior written consent of ICSC is required for the mechanical reproduction of lights and sound by Exhibitor in the exhibit space and ICSC, in its sole and absolute discretion, may withdraw its consent at any time, in which event Exhibitor shall terminate such activity forthwith. The exhibit space shall not be used for entertaining. Exhibitor shall not lead buyers from one exhibit space to another. Exhibitor shall not enter into another exhibitor’s space without invitation or when unattended. ICSC shall have the right to close the exhibit, remove the Exhibitor’s property from the exhibit space, and/or remove Exhibitor from the event venue and ban the Exhibitor from future ICSC events if ICSC determines in its sole discretion that the Exhibitor has violated these Terms, Conditions and Rules.

16. DRESS OF ATTENDANTS. Business attire is recommended. Costumes not regularly associated with the business and professional character of the event must have the prior written approval of ICSC.

17. SERVING OF ALCOHOLIC BEVERAGES. Exhibitor will not be permitted to sell, serve, or give away food or beverage (including but not limited to alcoholic beverages) without prior written consent of ICSC all such approved food and beverage must be ordered through the official event caterer at Exhibitor’s sole cost.

18. VIOLATIONS. ICSC Staff and Floor Managers will patrol the event show floor during show set-up, during show hours and during show tear-down. If Exhibitor is in violation of any of these Terms, Conditions and Rules (including but not limited to non-compliance with the Exhibit Design Criteria), ICSC staff may issue the Exhibitor a formal Violation. Formal Violations will be included in the Exhibitor’s file with ICSC.

  • First Violation: Warning.
  • Second Violation (repeat Violation or new Violation): Loss of Staff Badge Allotment for the follow year’s event.
  • Third Violation (repeat Violation or new Violation): Loss of exhibit space.

The above notwithstanding, the early tear-down or failure to remain open for business shall constitute a material breach of these Terms, Conditions and Rules.

19. EXHIBITOR INFORMATION; PHOTO/VIDEO RELEASE.* When you register for ICSC exhibit space you will be asked to provide certain personal information to us. You agree that that all information you provide is true, accurate and complete and hereby grant to ICSC the right to use, reproduce and publish such information (including your name, title, corporate affiliation, contact information, biography information and photograph as provided to ICSC) in connection with any ICSC event/exhibitor attendance lists or other business purposes of ICSC. You understand and agree that no compensation will be due to you for these uses, reproductions or distributions of such data and materials, and you hereby waive and release ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same. Any Exhibitor wishing to opt-out of the use of personally identifiable information can email a request to the ICSC at membership@icsc.org. Please include in the subject line: “PII Opt-Out.” Subject to the foregoing, information provided by you to ICSC is subject to the ICSC Privacy Policy as amended from time to time (currently available at www.icsc.org/privacy-policy), which is hereby incorporated by reference.

ICSC Exhibitors receive access to the applicable ICSC Event Attendee Directory. The ICSC Event Attendee Directory is proprietary to ICSC and made available to ICSC Exhibitors as a networking resource. You are prohibited from copying, reproducing, selling or distributing the ICSC Event Attendee Directory in whole or part. ICSC assumes no responsibility for the accuracy of the information contained in the ICSC Event Attendee Directory. ICSC assumes no responsibility for ICSC Exhibitors’ communications or other content provided by or among ICSC Exhibitors’ or other third parties.

Exhibitor hereby consents to the photographing, videographing, and voice recording of Exhibitor (including Exhibitor’s employees and agents) and Exhibitor’s exhibit space at the event by ICSC, and Exhibitor hereby grants (on its own behalf and on behalf of Exhibitor’s employees and agents) to ICSC the right to use, reproduce and publish such photographs, videos or recordings for advertising, publicity, or other business purposes of ICSC in any manner and medium worldwide. Exhibitor understands and agree that no compensation will be due for these uses, reproductions or distributions of such photographs, videos, and recordings, and Exhibitor (on its own behalf and on behalf of Exhibitor’s employees and agents) hereby waives and releases ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same. If you have any questions you can contact membership@icsc.org. Please include in the subject line: “PII photo and video question.”

As a benefit to ICSC event attendees and exhibitors, ICSC may engage third party vendors to provide lead retrieval systems and services to ICSC event exhibitors and attendees. This optional service allows an exhibitor/attendee to purchase the use of lead retrieval devices with badge scanning capabilities to facilitate networking and related follow-up activity (“Lead Retrieval User”). Each individual may consent to or decline the scanning of his/her badge by a Lead Retrieval User. Your implied consent will be presumed by permitting the scanning of your badge. Lead Retrieval Users are prohibited from scanning badges of individuals who have declined the scanning of his/her badge. By consenting to the scanning of your badge by a Lead Retrieval User, Exhibitor understands and agrees to the disclosure of Exhibitor’s information (including your name, title, corporate affiliation, contact information, biography information and photograph as provided to ICSC) to the Lead Retrieval User and hereby waives and releases ICSC and its legal representatives and assigns from any and all claims and liabilities relating to the same.

20. AUTHORIZATION TO ICSC.* Exhibitor authorizes ICSC and its members to send Exhibitor announcements and notices via mail, email, fax and phone regarding ICSC’s and ICSC members’ programs and services that may be of interest to Exhibitor or Exhibitor’s colleagues. In addition, Exhibitor authorizes ICSC to share Exhibitor’s registration information (including name, title, corporate affiliation, contact information, insurance information, exhibit space registration) with the official event services contractor(s) as well as the event venue.

*GDPR DATA PROTECTION DISCLOSURE FOR EXHIBITORS IN THE EU: To the extent that the Agreement is subject to the requirements of the European General Data Protection Regulation (“GDPR”), Exhibitor acknowledges that ICSC is a data controller (having the meaning given in the GDPR), and to the extent that Exhibitor processes personal data in a business context, for the purposes of this Agreement it is also a data controller, and acknowledges its duties under the applicable legislation governing data protection. Any provisions set out in this agreement where consent is given for the purposes of processing personal data is not intended to apply to European Exhibitors. Consent will be collected each time it deems necessary, as stated in GDPR unless the processing of data is permitted under the GDPR pursuant to ICSC’s legitimate interests as defined under the GDPR. Exhibitor understands that ICSC has a legitimate interest in contacting Exhibitor, using and publishing Exhibitor data, and otherwise processing Exhibitor data as set out in this agreement. Information about how ICSC processes Exhibitor personal data can be found at www.icsc.org/privacy-policy.

21. USE OF CORPORATE LOGOS. Exhibitor authorizes the use of its name, mark and/or logo as provided by Exhibitor to ICSC solely in connection with the benefits to be provided to Exhibitor hereunder. Any change in Exhibitor’s logo shall take effect within thirty (30) day’s written notice to ICSC. Exhibitor shall not use ICSC’s trademarked names or logos without ICSC’s prior written consent and agrees to comply with ICSC’s Logo Usage and Guidelines (currently at www.icsc.org/join/icsc-logo-usage-and-guidelines).

REV. July 2018

TERMS AND CONDITIONS FOR ICSC SPONSORSHIP OPPORTUNITIES

1. AGREEMENT TO TERMS, CONDITIONS AND RULES. By submitting any sponsorship application to the International Council of Shopping Centers, Inc. or its affiliates (together, “ICSC”), Sponsor agrees that these Terms and Conditions are an integral part of the parties’ sponsorship Agreement and that it is bound to observe and abide by these Terms and Conditions and by such additional terms or conditions made by ICSC or its affiliates and communicated to the Sponsor from time to time. The Agreement, together with these Terms, Conditions and Rules, sets forth the entire agreement between ICSC and Sponsor with respect to the subject matter set forth herein and supersedes all prior agreements, representations and understandings of the parties, written or oral.

2. COST AND PAYMENT OF SPONSORSHIP. The Sponsor agrees to pay ICSC’s current rates for the sponsorship as set forth in the relevant application and/or posted online at www.icsc.org. Rates are subject to revision at the discretion of ICSC at any time as set forth herein. 100% of sponsorship payment is due upon execution of the sponsorship application. Sponsorship will not assigned without the appropriate payment. ICSC reserves the right to refuse Sponsor’s application in the event of prior unpaid invoices of any nature due to ICSC. ICSC further reserves the right to cancel its remaining obligations under this Agreement at any time upon the default of the Sponsor to pay any invoice within the time specified herein. Past due invoices are subject to a two percent (2%) service charge per month. ICSC will apply payments to the oldest outstanding invoice for any product or service. The Sponsor agrees to pay for all service charges, collection fees, costs and attorney’s fees required to collect past due invoices. Sponsors with past due account balances may be prohibited from attending ICSC-sponsored functions including but not limited to conferences. Except as otherwise provided, Sponsor shall be responsible for all costs attendant upon its participation in the ICSC event, including without limitation, all costs and expenses related to the preparation or creation of all advertising, branding or other materials to be provided by Sponsor, and its attendance at ICSC events, including but not limited to, travel and lodging costs, as well as any additional furniture, electrical, labor or other expenses in connection with ICSC exhibitor space (if any).

3. INCREASE IN RATES. ICSC reserves the right from time to time and in its sole discretion to increase rates for sponsorship provided that any increase to such rates shall apply to all sponsorships in the same classification. In the event of such an increase in sponsorship rates, the Sponsor shall have the option of continuing with the scheduled sponsorship at the new rates, or cancelling the scheduled sponsorship as of the date the new rates become effective. ICSC shall notify the Sponsor in writing of any increase in rates at least sixty (60) days prior to the effective date of the rate increase, and the Sponsor shall notify ICSC in writing if the Sponsor decides to cancel any scheduled sponsorship due to a rate increase, at least thirty (30) days prior to the effective date of such rate increase. If, due to the increased rates, the Sponsor cancels any such scheduled sponsorship in accordance with the terms of this Agreement, Sponsor shall be entitled to a refund for any payments made for such cancelled sponsorship.

4. CANCELLATION OF SPONSORSHIP. Except as expressly provided herein, there shall be no refunds in connection with the cancellation of any sponsorship. In the event that ICSC discontinues or modifies any of the events for which Sponsor is entitled to a sponsorship benefit, then the Sponsor shall be eligible for similar participation in such event(s) that ICSC adopts as a replacement for any of the foregoing ICSC events for which Partner is entitled to a benefit. In the event that ICSC does not replace one or more of these events, ICSC and Sponsor shall confer with respect to providing a suitable replacement for the cancelled event.

5. ASSIGNMENT OF SPONSORSHIP SPACE. Assignment of sponsorships space will be made on a first come, first serve basis. ICSC shall assign the sponsorship space to Sponsor for the period of the event or publication as the case may be. Such assignment is made for such period only and does not imply that the same or similar space or sponsorship will be held or offered for future events or publications. ICSC reserves the right to terminate this Agreement, remove or discontinue the Sponsor’s sponsorship if ICSC determines in its sole discretion that the Sponsor has violated any part of these Terms and Conditions.

6. TERMS AND CONDITIONS FOR BENEFITS; ADVERTISING AND BRANDING REQUIREMENTS. All branding and advertising benefits provided to Sponsor hereunder are subject to ICSC’s Terms and Conditions for Advertising Opportunities; All registration benefits provided to Sponsor hereunder are subject to ICSC’s Terms, Conditions And Rules For Event Registrants; All exhibit benefits provided to Sponsor hereunder are subject to ICSC’s Terms, Conditions and Rules For Exhibitors; All membership benefits provided to Sponsor hereunder are subject to ICSC’s Membership Terms and Conditions; all of which are available at www.icsc.org/event-terms-and-conditions and are hereby incorporated by reference into this Agreement.

7. CONTENT SPECIFICATIONS; SPACE LIMITATIONS. Sponsor’s advertising must comply with ICSC’s production specifications and must be submitted with the full name (including company name and individual contact person), mailing address, email address and telephone number of the Sponsor. ICSC reserves the right to reject, alter or refuse any advertising copy at its sole discretion, or to disapprove any advertising copy in accordance with any production specifications or rules ICSC may now have or may adopt in the future concerning acceptance of advertising matter. No change in advertising copy will be published without the prior consent of the Sponsor. Employment advertising will not be accepted. Any advertising copy resembling news matter or in cartoon technique or comic strip form must carry the word “Advertisement” over each column in which the advertising appears at the top of the page, in a font and size of ICSC’s choosing. The decision as to which advertising copy this provision applies to shall be at ICSC’s sole discretion, but no advertising with such a caption shall be printed without the prior consent of the Sponsor. ICSC shall have the right to omit any sponsorship advertising when the space allotted to advertising in a particular space has been filled. The Sponsor will not be obligated to pay for any advertising so omitted.

8. STORAGE OF SPONSOR ART AND MATERIALS. Digital material will be archived for a maximum of twelve (12) months after last use. Files will be returned to Sponsor only upon written request within eleven (11) months after last use.

9. PRINTING ERRORS OR OMISSIONS. ICSC shall not be responsible or liable for any loss or damages suffered by the Sponsor by reason of ICSC’s failure to insert any sponsorship logo, advertising or other content in any particular space or by reason of any printing, publishing or distribution error made by ICSC, its printer, agents, contractors or subcontractors. In any such event the Sponsor, upon written request, may direct that such sponsorship logo, advertising or other content be inserted in future comparable space in accordance with the terms and conditions contained herein, or may receive a refund of any monies paid to ICSC for the insertion of the sponsorship logo, advertising or other content which was omitted.

10. INDEMNIFICATION OF ICSC. Sponsor, to the extent permitted by law, agrees to defend and indemnify ICSC, and its officers, directors, agents, and employees, of and from all claims, demands, or suits for bodily injury or property damage, including costs and attorney fees, in any way arising out of or related to third party claims based on the negligent acts, omissions or willful misconduct of Sponsor in connection with this Agreement, except to the extent of the negligence or willful misconduct of ICSC.

11. USE OF CORPORATE LOGOS; WARRANTIES. Sponsor authorizes the use of its name, mark and/or logo as provided by Sponsor to ICSC solely in connection with the benefits to be provided to Sponsor hereunder. Any change in Sponsor’s logo shall take effect within thirty (30) day’s written notice to ICSC. Sponsor shall not use ICSC’s trademarked names or logos without ICSC’s prior written consent and agrees to comply with ICSC’s Logo Usage and Guidelines (currently at www.icsc.org/join/icsc-logo-usage-and-guidelines). Each party warrants and represents that the written materials provided to the other or distributed in connection with this Agreement shall not violate or infringe on any proprietary or statutory rights of others, including but not limited to copyright, patent or trademark rights, and shall contain no material from other copyrighted or unpublished works that have been used without the written consent of the copyright owner and/or the owner of any other rights to in such other works and shall not constitute an invasion of anyone's right to privacy, and shall not libel, slander or defame any person or entity.

12. NON-ASSIGNMENT OF AGREEMENT. Neither party may assign any rights nor delegate any duties hereunder without the express prior written consent of the other.

13. FORCE MAJEURE. Should events beyond the control of either party, such as acts of God, war, terrorism, civil disturbance, or any other emergency beyond the parties' control, make it inadvisable, illegal or impossible for either party to perform its obligations under the Agreement or any part thereof, the affected party shall be discharged of its duty to perform the affected duty hereunder without liability. This Agreement may be terminated, and/or specific nonperformance or under-performance may be excused, without penalty or payment, for any one or more of such reasons by written notice from one party to the other.

REV. May 2018