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Sponsorship Terms and Conditions

1. TERM, TERMINATION, AND CANCELLATION.

  1. The DASH 2025 Sponsorship Terms and Conditions (the “Agreement”) begins on the date Sponsor submits the Sponsorship Form (the “Effective Date”) and continues until the Event has ended (the “Term”), unless earlier terminated pursuant to this Agreement.
  2. Either party may terminate this Agreement upon the other party’s material breach of this Agreement, provided that (i) the non-breaching party sends written notice to the breaching party (the “notice”) and (ii) the breaching party does not cure the breach to the reasonable satisfaction of the non-breaching party within thirty (30) days following its receipt of the notice.
  3. Datadog may terminate this Agreement at any time, with or without cause, upon written notice to Sponsor, provided that if Datadog terminates pursuant to this Section prior to the Event occurring, Datadog will refund the Sponsorship Fee to Sponsor.
  4. Sponsor may cancel their participation in the Event prior to April 7, 2025 provided sponsor agrees to reimburse Datadog for any irrecoverable costs and is subject to a $1,500.00 Cancellation Fee.
  5. Sections 6,7,8,9,10,11,12 and 13 shall survive any expiration or termination of this Agreement.

2. EVENT SPACE AND TIME.

  1. Datadog shall assign the exhibit space as well as, if relevant, the space for kiosks, the Theater Session, Keynote content and any other sponsorship package benefit (the “Exhibit Space”) as further detailed in this Agreement and on the Sponsorship Form. Datadog reserves the right to make changes to the Event, including, without limitation, dates, times, location and the format of Event. Datadog shall make commercially reasonable efforts to notify Sponsor of any such changes within a reasonable timeframe; provided, however, that in no event shall Datadog or any of its employees, officers, directors, affiliates or agents be liable for any damages arising from such changes.
  2. Sponsors of DASH agree to all terms of engagement outlined in the provided service manual, including being fully set-up prior to posted “Open” hours, as defined in said service manual, and manning designated booths/kiosks throughout the official Show hours, until the end of DASH. Offsite events targeting or including registered DASH attendees cannot overlap with official posted show hours. Not complying with the expectations in this Section may impact delivery of full Sponsorship Package and Datadog will have the right in its sole discretion to withhold any part of said package.
  3. In participating in and contributing to the Event, Sponsor agrees to comply with any and all requirements of the Event location and/or one or more third-party platforms engaged to host and/or facilitate the Event.
  4. Sponsor shall produce and conduct its Exhibit Space in a decorous manner in order not to be objectionable to Datadog, other sponsors, or the public. Datadog reserves the right to restrict or prohibit exhibits, kiosks, SWAG and/or any other materials or content which are objectionable or otherwise detract from the character of the Event as a whole. Datadog reserves the right to remove or require changes to any Exhibit Space or to remove any of Sponsor's personnel, agents, representatives, independent contractors, invitees or guests who are deemed detrimental to Datadog, the Event, other sponsors, or the public. If Sponsor or its representatives fail to honor the terms and conditions of this Agreement or, in Datadog’s reasonable opinion, conduct themselves unethically or detrimentally to Datadog or the Event, Sponsor may be dismissed from the Event without refund of the Sponsorship Fee.
  5. Datadog has made reasonable commercial efforts to procure a secure and high-performance third-party hosting platform for virtual aspects of the Event. Sponsor agrees that Datadog is not liable for any interruptions, delays, errors, inaccuracies or other technical or security issues associated with the third-party hosting platform of the Event, and Sponsor hereby releases Datadog from any losses arising out of or in connection with the same.
  6. Datadog shall not be liable for any damage, injury or loss to Sponsor's properties, exhibit, kiosk, employees and/or agents or to any invitees to Sponsor’s exhibit or kiosk, where such damage, injury or loss does not arise solely from the gross negligence or intentional misconduct of Datadog.

3. SPONSORSHIP DETAILS.

  1. Sponsor hereby agrees to be a sponsor of the Event, as further described in the applicable Sponsorship Package. Additionally, Datadog offers and Sponsor accepts the opportunities and obligations set forth in the applicable Sponsorship Package. Sponsor’s involvement with the Event is limited to the activities specified in this Agreement.
  2. If Sponsor has elected to sponsor a keynote, theater presentation or any Marketing Promotional Opportunity involving sponsor-generated content, Sponsor must submit all deliverables by no later than 5pm EST on Friday, May 12, 2025. Sponsor is to provide Datadog with the following details for review and approval by Datadog: the title and total run-time, confirmed presenter(s), presentation materials, and any other content to be included in workshop; and on a mutually suitable date and in any event no later than 21 days prior to the scheduled timeslot for the keynote or theater presentation, the parties will meet to conduct a dry run of the content. Datadog will appoint a representative to coordinate and attend the dry run.

4. SPONSORSHIP FEE.

Sponsor will pay to Datadog the relevant sponsorship fee(s) as set forth herein (collectively, the “Sponsorship Fee”), which will be invoiced at the time of the execution of this Agreement and will be due upon the earlier of (a) 30 days following the date of the invoice, or (b) Friday, May 30, 2025. If an invoice is not paid by the aforementioned date, then Datadog reserves the right, in its sole discretion, to terminate this Agreement and seek the Cancellation Fee of $1,500.00 from Sponsor. Notwithstanding the foregoing, Sponsors that have not arranged payment in good faith by Event date will not be permitted to exhibit onsite and are subject to immediate termination and the aforementioned Cancellation Fee.

5. TAXES.

The Sponsorship Fee is exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”). Sponsor shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Sponsor under this Agreement (other than any Taxes on Datadog's income, revenues, gross receipts, personnel or assets). If you are required to deduct or withhold any Tax under Applicable Law, you must pay the amount deducted or withheld as required by Applicable Law and pay Datadog an additional amount so that Datadog receives payment in full of amounts due under this Agreement as if there were no deduction or withholding.

6. PRIVACY AND DATA PROTECTION.

  1. Datadog’s virtual registration form will require all Event attendees to confirm consent to their personal information being shared with Sponsor for marketing purposes. No Lead Information collected at the Event will be released to Sponsor until full payment of the Sponsorship Fee is complete. “Lead Information” means any and all personal data/personal information and other information provided and other information that attendees of the Event share with Sponsor or Datadog.
  2. Each party will be an independent controller with respect to Personal Data, including Lead Information, and be independently responsible for complying with their obligations under the EU General Data Protection Regulation 2016/679 (“GDPR”) and any other applicable privacy law legislation, including laws related to direct marketing. The parties may use Personal Data of the other party for the purpose of performing this Agreement and as permitted by this Agreement. For purposes hereof, the terms “Personal Data” and “Controller” have the meanings given to them in the GDPR.
  3. In the event that Sponsor receives any Lead Information under this Agreement, Sponsor agrees that it shall not collect, retain, share or use any Lead Information except as permitted under this Agreement. Sponsor represents that it understands the rules, restrictions, requirements and definitions of California Consumer Privacy Act of 2018, sections 1798.100 through 1798.199 of the California Civil Code (“CCPA”) and agrees to refrain from taking any action that would cause any transfers of Lead Information to qualify as a Sale of personal information under applicable data protection laws, including without limitation the CCPA. The terms “Personal Information,” “Sale,” and “sell” are as defined under Section 1798.140 of the CCPA.
  4. Sponsor’s collection and use of Personal Data, including Lead Information, shall be subject to Sponsor’s privacy policy except to the extent any provision thereof violates or conflicts with any applicable data protection law, including without limitation, the CCPA and the GDPR.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS.

  1. Each party hereby represents and warrants to the other that the representing party has the authority to enter into and perform this Agreement, and such party's entering into this Agreement, and performance of its obligations and exercise of its rights under this Agreement, do not and will not violate any applicable laws.
  2. In addition, Sponsor hereby represents and warrants to Datadog that (a) its performance and execution of this Agreement will not violate any other agreement to which Sponsor is a party to; and (b) Sponsor shall comply with all applicable laws administered by the U.S. Commerce Bureau of Industry and Security, U.S. Treasury Office of Foreign Assets Control or other governmental entity imposing export controls and trade sanctions, including designating countries, entities and persons (“Sanctions Targets”). Sponsor further represents that it is not a Sanctions Target.
  3. Sponsor shall maintain insurance coverage for its property and liability, and Sponsor further represents and warrants that it has obtained adequate insurance of at least USD$1,000,000 to cover its potential liability hereunder. Sponsor agrees to furnish Datadog an insurance certificate reasonably acceptable to Datadog, which names Datadog as an additional insured. If upon request from Datadog, Sponsor fails to provide Datadog with proof of its having obtained the required insurance coverage, Datadog, in its sole discretion, may terminate this Agreement.
  4. Each party will comply with all applicable laws, rules and regulations governing its performance under this Agreement.
  5. Datadog makes no representations or warranties regarding the number of participants who will attend the Event, or regarding any other specific business result or outcome arising out of or relating to sponsor’s participation in the Event.
  6. Unless otherwise stated in this Agreement, neither party makes any warranty or guaranty of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all warranties, whether implied, express, or statutory, including any implied warranty of title, merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law.

8. USE OF SPONSOR MARKS & MATERIALS.

  1. Sponsor hereby grants to Datadog, and to the extent necessary, the third-party hosting platform for the Event, a nontransferable, nonexclusive license to use and re-produce the logos, trademarks, service marks, trade dress and other business identifiers owned, along with any other materials provided by Sponsor to Datadog for use in connection with the Event (collectively, “Sponsor Marks”).
  2. By contributing to the Event, Sponsor represents, and shall ensure that its respective speaker materials and content will be the relevant party’s original work and will not infringe the rights of any third party, including without limitation any intellectual property rights.
  3. Sponsor shall procure all necessary permissions, consents and release forms (including a waiver of any moral or performers’ rights) from its respective presenters to ensure that any Event recording may be broadcasted and/or published in accordance with the terms of this Agreement.

9. WARRANTY.

Sponsor warrants it has or has obtained all the necessary rights and permissions to grant the licenses under this Agreement and the Sponsor Marks, and Datadog’s use of such Sponsor Marks, does not infringe upon any intellectual property right or right of publicity or privacy of any third party.

10. INTELLECTUAL PROPERTY AND OTHER RIGHTS.

  1. Each party shall retain its entire right, title and interest in and to its applicable materials, and nothing hereunder will be construed as a license, assignment or other transfer of any such right, title and interest to the other party or any other person and neither party will acquire any right, title or interest in the other party’s trademarks, service marks, trade secrets, logos, commercial symbols, copyrights, patents and any other intellectual property rights, except as provided for under this Agreement.
  2. Sponsor acknowledges that the Event may be photographed, recorded and/or reproduced, and hereby authorizes Datadog and its designees to record, transcribe, modify, reproduce, perform, display, transmit and distribute in any form and for any purpose any such recording of the Event, in full or in part. Sponsor further agrees to execute any additional release presented by Datadog or its designees in connection with such activity. Additionally, Sponsor hereby releases Datadog and its designees from and waives all claims it or its employees or agents may hold, currently or in the future, in connection with such activities, and specifically waives any statutory restriction on waivers of future intellectual property, privacy or publicity claims or moral rights.

11. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (a) IN NO EVENT SHALL DATADOG, ITS AFFILIATES OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; AND (b) IN NO EVENT SHALL DATADOG’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO DATADOG BY SPONSOR UNDER THIS AGREEMENT. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF SPONSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

12. INDEMNIFICATION.

Sponsor will defend, indemnify and hold harmless Datadog, its Affiliates and their employees, contractors, agents, officers and directors from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys' fees) arising out of or related to any claim, suit, action or proceeding arising out of or relating to: (a) any infringement or misappropriation of any proprietary right resulting from the Sponsor Marks and Datadog’ use of the Sponsor Marks in accordance with this Agreement; (b) Sponsor’s sponsorship of, or attendance, participation or conduct at the Event; or (c) Sponsor’s breach or alleged breach of its representations or warranties set forth in this Agreement.

13. ENTIRE AGREEMENT.

This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the subject matter herein and supersedes all proposals, oral or written, and all other communications and agreements between the parties relating to the subject matter of this Agreement. This Agreement may be modified only by a written instrument duly executed by authorized representatives of the Parties. Any waiver by either party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

14. MISCELLANEOUS.

  1. The Expo Service Kit will provide additional deadlines related to fulfillment of deliverables provided by Datadog in relation to the Event. Should the aforementioned deadlines not be met by Sponsor, this may result in deliverables being reduced, delayed, or unfulfilled by Datadog without any liability to Datadog.
  2. Sponsor acknowledges that it is the Sponsor's responsibility to execute its Sponsorship benefits effectively for optimal marketing results. Sponsor also acknowledges that the manner in which it chooses to market itself during or after the Event can impact its marketing results. Datadog will not be responsible in the event of any unsatisfactory marketing results.
  3. Sponsor acknowledges that its sponsorship of the Event and the attendance by its employees and personnel at the Event are on a voluntary basis. Sponsor hereby assumes all risks, known and unknown, associated with its employees and personnel attending the Event to the fullest extent permitted under law. An inherent risk of exposure to COVID-19 exists in any public place where people are present. Although Datadog has instituted reasonable practices in an attempt to lessen or reduce the spread of COVID-19, Datadog cannot guarantee that Sponsor’s employees and personnel will never get exposed to the virus or get sick from it. Sponsor voluntarily assumes all risks to exposure of its employees and personnel to COVID-19.
  4. Sponsor will not issue any press release (or make any other public announcement or public use of Datadog’s name or logo) related to this Agreement or the transactions contemplated hereby without the prior written approval of Datadog.
  5. A party will be excused from the performance of its obligations under this Agreement and will not be deemed to have defaulted under or breached this Agreement for failure or delay in performance if such performance is prevented, hindered or significantly delayed by a Force Majeure event. "Force Majeure" shall mean causes, conditions or circumstances beyond the reasonable control of the affected Party, including, including without limitation acts of God, acts of terrorism, natural disasters, acts of war (whether or not declared), civil disturbances, diseases or epidemics (including novel coronavirus/COVID-19), strikes, lockouts or other labor disturbances, act of any military, civil or regulatory authority, and changes in any law or regulation.
  6. This Agreement may not be assigned by Sponsor without the prior written consent of Datadog. Any attempt to assign in violation of this section shall be void. Datadog may assign this Agreement (or any of its rights and obligations under this Agreement): (a) to any of its affiliates; or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
  7. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without reference to its choice of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts.
  8. Any notice under this Agreement given by a party to the other party will be in writing. Notices to Sponsor will be sent via email to the email address in the Sponsorship Form. Notices to Datadog should be sent via email to legal@datadoghq.com or sent by registered mail to: Datadog, Inc. 620 8th Ave, NY, NY 10025, Attn: General Counsel. Either Party may change its address for notices by delivery of written notice in accordance with this section.