Agreement of Terms and Conditions for REBNY Sponsorship Opportunities

1. ENTIRE AGREEMENT. By submitting any sponsorship application (“Application”) to the Real Estate Board of New York or its affiliates (together, “REBNY”), Sponsor agrees and accepts these Terms and Conditions.  Sponsor that is bound to observe and abide by these Terms and Conditions and by such additional terms or conditions made by REBNY and communicated to the Sponsor from time to time. The Application, together with these Terms and Conditions, sets forth the entire agreement between REBNY 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 REBNY’s current rates for the sponsorship as set forth in the relevant application and/or posted online at www.rebny.com. Rates are subject to revision at the discretion of REBNY at any time as set forth herein.  Entire sponsorship payment is immediately due upon submission of the sponsorship application. Sponsorship will not be designated without appropriate payment. REBNY reserves the right to refuse Sponsor’s application in the event of prior unpaid invoices of any nature due to REBNY. REBNY 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.  Except as otherwise provided, Sponsor shall be responsible for all costs attendant upon its participation in the REBNY 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 delivery and/or disassembly to such REBNY events.

3. INCREASE IN RATES. REBNY 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. REBNY 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 REBNY 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 REBNY 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 REBNY adopts as a replacement for any of the foregoing REBNY events for which Sponsor is entitled to a benefit. In the event that REBNY does not replace one or more of these events, REBNY and Sponsor shall confer with respect to providing a suitable replacement for the cancelled event.

5. ASSIGNMENT OF SPONSORSHIP SPACE. Assignment of sponsorship space will be made on a first come, first serve basis. REBNY 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. REBNY reserves the right to terminate this Agreement, remove or discontinue the Sponsor’s sponsorship if REBNY determines in its sole discretion that the Sponsor has violated any part of these Terms and Conditions.

6. CONTENT SPECIFICATIONS; SPACE LIMITATIONS. Sponsor’s advertising must comply with REBNY’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. REBNY 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 REBNY 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 REBNY’s choosing. The decision as to which advertising copy this provision applies to shall be at REBNY’s sole discretion, but no advertising with such a caption shall be printed without the prior consent of the Sponsor.

7. PRINTING ERRORS OR OMISSIONS. REBNY shall not be responsible or liable for any loss or damages suffered by the Sponsor by reason of REBNY’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 REBNY, a third party 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 REBNY for the insertion of the sponsorship logo, advertising or other content which was omitted.

8. INDEMNIFICATION OF REBNY. Sponsor, to the extent permitted by law, agrees to defend and indemnify REBNY, and its officers, directors, agents, and employees, of and from all claims, or demands, or any other cause of action, 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 REBNY.

9. USE OF CORPORATE LOGOS; WARRANTIES. Sponsor authorizes the use of its name, mark and/or logo as provided by Sponsor to REBNY 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 REBNY. Sponsor shall not use REBNY’s name or logo without REBNY’s prior written consent. 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 not contain 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.

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.

11. 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.