1. Agreement to Terms

By signing the Sponsorship Order Form (“Order Form”), you agree to comply with these Terms and Conditions (“Terms”) that govern your (referred to herein as “You”, “you”, “your”, “it”, or “Exhibitor/Sponsor”) sponsorship of NVIDIA Corporation (“NVIDIA”) of the conference that will be taking place in countries indicated under sponsorships in the Order Form over a period of five days (the “Conference”). If you violate these terms, NVIDIA may, at its sole discretion, close your display or deactivate your sponsor webpage (where applicable), and withdraw its acceptance of these Terms, as well as refuse your participation in future events.

2.  Payment Terms

All Exhibit and/or Sponsorship fees (collectively “Fees”) must be paid in full only by wire or ACH prior to the Conference or you will not be allowed to set up. Payment by check or card is not accepted.  All Fees paid are non-refundable and deemed fully earned when due. If you fail to make any payment described in the Order Form on or before the due date, your right to participate in the Conference may be canceled without further notice and without refund of monies paid.

3.  Exhibit Hours

NVIDIA will establish exhibit hours and reserves the right to make any changes as it may deem appropriate.

4.  Installation, Setup of Sponsored Webpage & Dismantling

(a) Where applicable, you will set up and be ready to exhibit according to all hours set by show management. You may not dismantle the display until the exhibition is finally closed to the public, at the date and time so indicated by NVIDIA. You agree that in the event that you fail to install products and booth properties on time and in their assigned spaces, or if you fail to make payment on time, NVIDIA has the right to take possession of your space and lease it to another organization. 

(b) Where applicable, you will provide all information required for the sponsored webpage according to the timeline set forth by NVIDIA. You agree that in the event that you fail to provide all information required for the sponsored webpage on time, or if you fail to make payment per the terms of Section 2 (“Payment Terms”), NVIDIA has the right to deactivate the sponsored webpage. NVIDIA reserves the right to object to any proposed content on the sponsored webpage.

5. Location & Use Of Space or Sponsored Webpage

The following provisions shall apply where applicable:

(a) NVIDIA will make best efforts to assign you the space you request but cannot guarantee a particular location. After initial assignment, NVIDIA reserves the right to move your exhibit space location based on the needs of the conference.

(b) You will not rent, sell, assign, share, or sublet to a third party any of your booth space, sponsor webpage, or sponsorship opportunities without the prior written consent of NVIDIA, which NVIDIA may grant or withhold at its sole discretion. No firm or organization not assigned exhibit space will be permitted to solicit business within the exhibit area in general and within your booth in particular. Any third-party personnel located in your booth as your invited guests or contract staff must wear the same logo-identified clothing as your personnel. You are solely responsible for the actions of any third-party personnel you bring into your booth or to manage the sponsor webpage.

(c) You will observe all policies and directives from show management regarding noise levels, lights, entertainment, appropriate dress, and activities of personnel under your control. You agree to comply with all fire regulations and to keep aisles clear at all times, including during your setup period. Music and other noises, lighting, and booth activities will not interfere with other exhibitors and may be prohibited, regulated, or relocated. You agree to comply with all NVIDIA guidelines in your conduct, including your interaction with registrants through the sponsored webpage.

(d) You will not conduct any demonstrations, presentations, make solicitations, display materials, or conduct other activities outside your exhibit space.  You will not bring or distribute alcoholic beverages in the exhibit hall or your booth area, unless approved by show management through sponsorship.

(e) NVIDIA will inform Exhibitor/Sponsor of the exact site of the Conference Venue promptly once the location has been determined by NVIDIA.

“Competing Conference Activities” refer to any event, function, exhibition, training, seminar, conference, focus group, or other activity that, in the sole discretion of NVIDIA, competes with NVIDIA and/or the NVIDIA conference. The “Conference Area” is defined as a 50-mile radius around the Conference Venue. You agree not to hold or participate in any Competing Conference Activities in the Conference Area five days prior, during the dates of the conference and two days after the Conference unless you receive prior written approval from NVIDIA. NVIDIA, in its sole discretion, may or may not approve these requests. You will not contract directly with any Conference Venue facility for any purpose.

(f) Animals, except for seeing-eye dogs, are not allowed in the exhibit area.

6. Contractor Services & Information

NVIDIA, in the best interest of the exhibition, may select certain firms to serve as official contractors to provide necessary support and facilities services, including services to maintain and operate GTC websites such as sponsor webpages. All other such contractors are excluded from exhibit activities unless approved in advance in writing by NVIDIA.

7. Data Protection

You acknowledge and agree to the following in connection with any Personal Data you may collect directly at the Conference or receive from NVIDIA:

(a) You will comply with applicable Data Protection Law and any applicable anti-spam legislation, and will protect Personal Data from unauthorized use, access, or disclosure.

(b)  If you intend to collect Personal Data directly from Conference attendees and visitors, you will post a privacy statement at point of collection advising such attendees/visitors that Personal Data is being collected by you, what it can be used for, and if it is being shared. If Personal Data is collected online, any such privacy statement will be posted as a link next to where Personal Data is collected (including, but not limited to, website, online form, and/or app).

(c) With respect to any Conference attendee Personal Data that NVIDIA makes available to you (for example, through the Conference portal), you are independently responsible for complying with the obligations under Data Protection Law as an independent Controller as the term is defined under GDPR or the equivalent concept under CCPA. These obligations include, without limitation, providing appropriate notice to and obtaining consent (if the Conference attendees had not opted-in to receiving marketing communication from you) from Conference attendees and visitors for the purposes of sending marketing communications to such individuals. You may not transfer or sell the Personal Data to any third party except to contractually bound sub-processors operating on behalf of you.

“Personal Data” means any information that alone or in combination with other information can be used to identify a living person.  Personal Data can include, but is not limited to: name, address, phone number, fax number, email address, financial or health information or profile, governmental identifier, credit card information, unique identifier, biometric information, IP address, and any expression of opinion about an individual, indication of intentions in respect of an individual.

“Data Protection Law” means all federal, state, regional, territorial, national, and local laws, regulations, directives and rules by any government, agency or authority worldwide that relate to the Processing as the term is defined under the GDPR  or the security of Personal Data and which are applicable relating to data security, anti-spam, data protection and/or privacy, including the EU General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”), Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (“UK GDPR”), the Swiss Federal Act on Data Protection of 19 June 1992 and the Swiss Ordinance on the Federal Data Protection Act of 14 June 1993 (“FADP”) and the California Consumer Protection Act, as amended (including, without limitation, by the California Privacy Rights Act) (“CCPA”) and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

8. Indemnity & Limitation of Liability

(a) Neither NVIDIA nor any of its contractors or affiliated organizations, its officers, agents, employees, facilities, other representatives, or assigns (collectively “NVIDIA”) shall be held liable for, and are hereby released from, any damage, loss (including any data loss), harm, or injury to the person or property of the Exhibitor/Sponsor or any of its visitors, officers, agents, employees, or other representatives, resulting from theft, fire, earthquake, water, unavailability of the exhibition facility or intermediate staging facilities (including any damage, loss (including any data loss), harm, or injury in connection with NVIDIA, exhibits, or staging, for reasons beyond the Conference's control), accident, connection failure, or any other cause.

(b) To the fullest extent permitted by law, the Exhibitor/Sponsor shall indemnify, defend, and protect NVIDIA and hold NVIDIA harmless from any and all claims, demands, suits, liability damages, losses, costs, attorney’s fees, and expenses of any kind that might result or arise from any action or failure to act on the part of the Exhibitor/Sponsor, its officers, agents, employees, or other representatives.

(c) NVIDIA shall not be responsible for the security of Exhibitor’s/Sponsor’s equipment or its proprietary software or hardware information. This limitation of liability applies to equipment for use in the exhibit area, general session, conference sessions, and any other conference rooms or facilities. It is your responsibility to maintain proper insurance coverage for its property and liability.

(d) Applicable for in-person event:  Exhibitor/Sponsor shall at its own expense maintain in effect throughout the Conference including move-in and move-out days, and provide to NVIDIA at least thirty (30) days prior to move in to the Conference a Certificate of Insurance showing that there is in effect: (i) a Commercial General Liability insurance coverage of not less than $1 million single occurrence/$2 million aggregate combined limit for bodily injury and property damage, including coverage for personal injury, broad form contractual liability, operation of mobile equipment, product and liquor liability (where applicable); (ii) Automobile Liability insurance coverage of not less than $1 million combined single limit for bodily injury and property damage, including coverage for non-owned and hired vehicles, including loading and unloading operators; (iii) if Exhibitor/Sponsor is demonstrating or showcasing drones or other similar unmanned aerial vehicles, Aircraft Liability insurance coverage of not less than $1,000,000 each occurrence; (iv) Property insurance covering Exhibitor/Sponsor’s business personal property on a replacement cost basis; (v) Workers’ Compensation insurance coverage as required by law; and (vi) Employer’s Liability insurance coverage of not less than $1,000,000. Exhibitor/Sponsor acknowledges that the Certificate of Insurance requirement in the foregoing sentence shall not be deemed waived, nor shall Exhibitor/Sponsor be relieved of its obligation to provide such Certificate, even if NVIDIA provides Exhibitor/Sponsor with the benefits hereunder without having received such Certificate from Exhibitor/Sponsor. All required insurance shall be placed with insurance companies rated no less than A-: VII by AM Best and shall provide a waiver of subrogation in favor of NVIDIA and others as reasonably required by NVIDIA. The required insurance listed in (i), (ii), and if necessary, (iii), shall name NVIDIA and others as reasonably required by NVIDIA as Additional Insureds, and shall be amended to be primary insurance and that any other insurance maintained by the Additional Insureds shall be excess and non-contributory. All required insurance shall not be canceled without at least 30 days’ prior written notice to NVIDIA. In no way shall the required insurance be construed as limiting or releasing Exhibitor/Sponsor’s obligations under these Terms.

9. Observance Of Laws

Exhibitors/Sponsors shall abide by and observe all laws, rules and regulations, and ordinances of any applicable government authority, including but not limited to anti-bribery, anti-corruption regulations, and Data Protection Law.  Exhibitor/Sponsor shall also abide by and all rules of the Conference facility as well as the Conference Code of Conduct.

10. Termination or Cancellation

(a) Termination by Exhibitor/Sponsor must be in writing and will be effective upon receipt by NVIDIA of an e-mail addressed to gtc-sales@nvidia.com. Exhibitor/Sponsor acknowledges the difficulty in determining a precise value for services rendered and expenses incurred by NVIDIA for the Conference, and of ascertaining damages incurred by NVIDIA if Exhibitor/Sponsor terminates these Terms or Exhibitor/Sponsor’s participation in the Conference; the amounts due from Exhibitor/Sponsor under these Terms as of the effective date of any termination by Exhibitor/Sponsor belong to NVIDIA and represent an agreed measure of compensation, and are not to be deemed or construed as a forfeiture or penalty. 

(b) If— because of war, fire, strike, Convention Center/Hotel construction or renovation project, government regulation, public catastrophe, flu, epidemic, serious illness or plagues, disease, emergency or outbreak, acts of government, Act of God, terrorism, or the public enemy— the Conference or any part of the Conference is prevented from being held or is canceled by NVIDIA or the space or sponsored webpage becomes unavailable, NVIDIA in its sole discretion shall determine and refund to you its proportionate share of the balance of the aggregate Fees received that remains after deducting expenses incurred by NVIDIA and reasonable compensation to NVIDIA. In no case shall the amount of the refund to you exceed the amount of the Fees paid. NVIDIA reserves the right to cancel any portion of the exhibit schedule or sponsored webpage operation as it deems necessary and appropriate. All changes and/or cancellations will be communicated to you in writing.

(c) Cancellation of any portion of your sponsorship will be accepted only in writing. In such case, you will be obligated to pay NVIDIA a cancellation fee equal to 100% of the Fees. If NVIDIA pursues legal remedies to collect unpaid Fees, you will pay NVIDIA all legal and related expenses, court fees, staff time, etc., so incurred.

(d) NVIDIA reserves the right to change the date, venue and format of the Conference in its sole and absolute discretion.  In such case, Exhibitor/Sponsor may request a refund of the Fees, which shall be paid back to Exhibitor/Sponsor within thirty (30) days of such request.

11. Governing Law

All terms and conditions in these Terms are subject to and governed by the laws of the State of California. In the event of any dispute involving these Terms, such dispute will be litigated in the County of Santa Clara, California.

12. No Separate Agreement

There is no other agreement or warranty between you and NVIDIA except as set forth in this document and any addenda hereto. The headings used in these Terms are for organizational purposes only and are not to be used in the interpretation of the substance of these Terms. The rights of NVIDIA under these Terms shall not be deemed waived except as specifically stated in writing and signed by an authorized representative of NVIDIA.

13. Additional Terms and Conditions

(a) You hereby give NVIDIA permission to use your designated logos and trademarks for advertising, marketing materials, and promotions solely in connection with your sponsorship of, and attendance at, the Conference. 

(b) You will not take photographs or make videos or other recordings of the Conference without the prior written permission of NVIDIA. You agree that NVIDIA may record, broadcast, or take photographs of your booth space, booth properties, sponsored webpage, sponsored talks or sessions, and personnel and use this material to promote the Conference.

(c) You and personnel under your control will wear the official conference badge at all times.

(d) You pledge that your company will make every effort to minimize pre-show and post-show waste, reduce collateral usage, and provide giveaways that incorporate environmentally friendly materials and production practices.

(e) You are not allowed to have any logos of NVIDIA competitors on your signage or demo competitive products.

(f) You must review all demo signage, graphics, inserts, and demos with NVIDIA and must obtain approval prior to the Conference.

(g) At NVIDIA’s sole discretion, the Conference may be virtual in whole or in part.  All references to booths or set up or other terms relating to physically participating in the Conference shall include their virtual/on-line equivalent where appropriate.