What are the product specific terms?

These  Sponsorship Terms & Conditions (these “Terms”) govern your sponsorship of The Tourism Academy | tourismacademy.org Activity and activities. Please see Section 8 for definitions of certain capitalized terms used in these Terms.

1.1 Sponsored Activities. You may sponsor Tourism Academy event(s) in accordance with these Terms (each such sponsored Tourism Academy event, a “Sponsored Activity”) by completing a Sponsorship Order Form and paying the applicable Sponsorship Fee. If you do not meet all conditions and requirements listed in the Sponsorship Order Form, then we have the right to cancel the applicable benefits under the Sponsorship Order Form and you will not be entitled to a refund for such cancelled benefits.  We reserve the right to provide substitute benefits of comparable or greater value (as reasonably determined by us) if we cannot for any reason deliver any benefits under the Sponsorship Order Form.

1.2 Sponsorship Fees. You will pay each Sponsorship Fee invoice on the earlier of (a) the due date specified in such invoice, and (b) the date of the Sponsored Event (or the first Sponsored Event if the invoice captures multiple Sponsored Activity). If you do not pay the Sponsorship Fee by its due date, you may (at our sole discretion) forfeit some or all of the benefits under the Sponsorship Order Form.

1.3 Your Conduct. You and your employees and agents will at all times comply with the Tourism Academy Code of Conduct.

1.4 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under the Sponsorship Order Form. All fees payable by Sponsor are exclusive of applicable taxes and duties, including, without limitation, VAT, excise taxes, sales and transaction taxes, and gross receipts taxes (“Indirect Taxes”). Sponsor will provide such information to Tourism Academy as is reasonably required for Tourism Academy to determine whether Tourism Academy is obligated to collect Indirect Taxes from Sponsor. Tourism Academy will not collect, and Sponsor will not pay, any Indirect Tax that Sponsor furnishes to Tourism Academy a properly completed exemption certificate or a direct payment permit certificate for which Tourism Academy may claim an available exemption from Indirect Tax. All payments made by Sponsor to Tourism Academy under the Sponsorship Order Form will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, Sponsor will pay such additional amounts as are necessary so that the net amount received by Tourism Academy is equal to the amount then due and payable under the Sponsorship Order Form. Tourism Academy will provide Sponsor with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under the Sponsorship Order Form.

We will handle your information in accordance with the Tourism Academy Privacy Notice.

3.1 Intellectual Property. You grant to Tourism Academy a worldwide, royalty-free, nontransferable, and nonexclusive license to (a) use the Logos to identify you as a sponsor of the Sponsored Event and to otherwise provide you with the benefits under the Sponsorship Order Form and (b) the Materials to provide you the benefits under the Sponsorship Order Form. If Tourism Academy provides Tourism Academy Event Materials to you under the Sponsorship Order Form, Tourism Academy grants to you a worldwide, royalty-free, nontransferable, and nonexclusive license to use, reproduce, display, perform, and distribute the Tourism Academy Event Materials provided that you: (x) do not modify the Tourism Academy Event Materials; (y) accurately represent your limited relationship to Tourism Academy as a sponsor of the Sponsored Event; and (z) do not use the Tourism Academy Event Materials or any Tourism Academy logos, trademarks, service marks, or trade dress displayed in the Tourism Academy Event Materials in a manner that is disparaging to Tourism Academy or our products or services, or in a manner that suggests Tourism Academy endorses, approves, or is otherwise affiliated with you. Except as specifically set forth in this Section 3.1, neither party will acquire any interest in the other party’s trademarks, service marks, trade secrets, logos, commercial symbols, copyrights, patents, and any other intellectual property rights under the Sponsorship Order Form.

3.2 Publicity. You will not issue any press release or make any other public announcement related to the Sponsored Activity without our prior written approval.

4.1 Term. The Sponsorship Order Form is effective as of the date the last party executes it, and, unless earlier terminated pursuant to these Terms, will continue until all Sponsored Activity identified in the Sponsorship Order Form have occurred. Any Notice of termination of the Sponsorship Order Form must include a Termination Date.

4.2 Termination.

(a) Termination for Cause. Either party may terminate the Sponsorship Order Form for cause if the other party is in material breach of the Sponsorship Order Form and the material breach remains uncured for a period of 30 days from receipt of Notice by the breaching party. We may terminate the Sponsorship Order Form immediately upon Notice to you in order to comply with the law or requests of governmental entities.

(b) Termination for Convenience. We may terminate the Sponsorship Order Form at any time for any reason by providing you with Notice. You may terminate the Sponsorship Order Form prior to a Sponsored Event for any reason by providing us with Notice.

(c) Effect of Termination. Upon the Sponsorship Order Form’s Termination Date: (i) all of your rights under the Sponsorship Order Form immediately terminate; (ii) you remain responsible for paying the Sponsorship Fee, provided that (x) if we terminated the Sponsorship Order Form under Section 4.2(b), we will refund you the Sponsorship Fee associated with the Sponsored Activity scheduled after the Termination Date, (y) if you terminated the Sponsorship Order Form under Section 4.2(b) 60 days or more before a Sponsored Event, we will refund you the Sponsorship Fee associated with such Sponsored Event, and (z) if you terminated the Sponsorship Order Form under Section 4.2(b) less than 60 days before a Sponsored Event, we will refund you half of the Sponsorship Fee associated with such Sponsored Event; and, (iii) Section 1.2, Section 1.4, Section 2, Section 3.2, Section 4.2(c), Section 5, Section 6, Section 7, Section 8, and Section 9 will continue to apply in accordance with their terms.

5.1 Trade Compliance. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

5.2 Logos. You represent and warrant that you have the necessary rights and permissions to grant the license granted under Section 3.1 and that the Logos and our use of the Logos do not infringe upon any intellectual property right or right of publicity of any person or entity.

5.3 Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Tourism Academy DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY GOODS, SERVICES, OR BENEFITS TO BE PROVIDED UNDER ANY SPONSORSHIP ORDER FORM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR (B) LOST PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THE SPONSORSHIP ORDER FORM WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THE SPONSORSHIP ORDER FORM FOR THE SPONSORED EVENT THAT GAVE RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION 6 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7.1 Waiver. The failure by us to enforce any provision of the Sponsorship Order Form will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

7.2 Severability. If any portion of the Sponsorship Order Form is held to be invalid or unenforceable, the remaining portions of the Sponsorship Order Form will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the Sponsorship Order Form but the rest will remain in full force and effect.

7.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under the Sponsorship Order Form where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunication failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

7.4 Assignment; No Third Party Beneficiaries; Independent Contractors. You will not assign or otherwise transfer the Sponsorship Order Form or any of your rights and obligations under the Sponsorship Order Form, without our prior written consent. Any assignment or transfer in violation of this Section 7.4 will be void. We may assign the Sponsorship Order Form without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Tourism Academy as a party to the Sponsorship Order Form, and Tourism Academy is fully released from all of its obligations and duties to perform under the Sponsorship Order Form. Subject to the foregoing, the Sponsorship Order Form will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Sponsorship Order Form does not create any third-party beneficiary rights in any individual or entity that is not a party to the Sponsorship Order Form.  We and you are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship.  Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. 

7.5 Governing Law. Subject to Section 9, the laws of the State of Florida, without reference to conflict of law rules, govern the Sponsorship Order Form and any dispute of any sort that might arise between the parties. The United Nations Convention for the International Sale of Goods does not apply to the Sponsorship Order Form.

7.6 Dispute. SUBJECT TO SECTION 9, ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR SPONSORSHIP OF THE SPONSORED EVENT(S) WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY TO THE MAXIMUM EXTENT PERMITTED BY LAW ASSERT CLAIMS IN SMALL CLAIMS COURT. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THE SPONSORSHIP ORDER FORM. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THE SPONSORSHIP ORDER FORM AS A COURT WOULD. TO BEGIN AN ARBITRATION PROCEEDING, YOU MUST SEND A LETTER REQUESTING ARBITRATION AND DESCRIBING YOUR CLAIM TO OUR REGISTERED AGENT CORPORATION SERVICE COMPANY, 300 DESCHUTES WAY SW, SUITE 304, TUMWATER, WA 98501. THE ARBITRATION WILL BE CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS RULES, WHICH ARE AVAILABLE AT WWW.ADR.ORG OR BY CALLING 1-800-778-7879. PAYMENT OF FILING, ADMINISTRATION, AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA'S RULES. WE WILL REIMBURSE THOSE FEES FOR CLAIMS TOTALING LESS THAN $10,000 UNLESS THE ARBITRATOR DETERMINES THE CLAIMS ARE FRIVOLOUS. WE WILL NOT SEEK ATTORNEYS' FEES AND COSTS IN ARBITRATION UNLESS THE ARBITRATOR DETERMINES THE CLAIMS ARE FRIVOLOUS. YOU MAY CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE, BASED ON WRITTEN SUBMISSIONS, OR AT A MUTUALLY AGREED LOCATION. WE AND YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION WE AND YOU WAIVE ANY RIGHT TO A JURY TRIAL. WE EACH AGREE THAT EACH PARTY MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.

7.7 Notice.

(a) To You. We will provide any notice to you under the Sponsorship Order Form by sending a message to the email address included in the Sponsorship Order Form. Any notices provided by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with the Sponsorship Order Form when we send the email, whether or not you actually receive the email.

(b) To Us. Subject to Section 9, to give us notice under the Sponsorship Order Form, you must contact Tourism Academy as follows:  by personal delivery, overnight courier or registered or certified mail to The Tourism Academy Inc, 8130 Lakewood Main Street 103338, Lakewood Ranch, FL 34202, attention General Counsel. We may update the options or address for notices to us by posting a notice on the Tourism Academy Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

(c) Language. All communications and Notices to be made or given pursuant the Sponsorship Order Form must be in the English language.

7.8 Conflict. In the event of a conflict between these Terms and the Sponsorship Order Form, these Terms will prevail, except that the Tourism Academy contracting entity on the Sponsorship Order Form will prevail.

7.9 Modifications to these Terms. We may modify these Terms at any time by posting a revised version on the Tourism Academy Site or by otherwise notifying you in accordance with Section 7.7. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to sponsor a Sponsored Event after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the Tourism Academy Site regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms.

7.10 Entire Agreement; Translation. The Sponsorship Order Form is the entire agreement between you and us regarding the subject matter of the Sponsorship Order Form. The Sponsorship Order Form supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of the Sponsorship Order Form. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of the Sponsorship Order Form (whether or not it would materially alter the Sponsorship Order Form). If we provide a translation of the English language version of the Sponsorship Order Form or these Terms, the English language version will control if there is any conflict.

7.11 Counterparts; Facsimile. The Sponsorship Order Form may be executed by facsimile or by electronic signature in a format approved by us, and in counterparts, each of which (including signature pages) will be deemed an original, but all of which together will constitute one and the same instrument.

“Tourism Academy,” “we,” “us,” or “our” means Tourism Academy, Inc. (or such other Tourism Academy contracting entity as specified in a Sponsorship Order Form).

“Tourism Academy Terms of Use” means the Tourism Academy code of conduct located at https://knowledge.tourismacademy.org/website-terms-of-use (and any successor or related site designated by us), as may be updated from time to time.

“Tourism Academy Activity Materials” means materials related to your participation in a Sponsored Event that Tourism Academy provides to you under the Sponsorship Order Form.

“Tourism Academy Site” means https://tourismacademy.org (and any successor or related site designated by us), as may be updated from time to time.

“Tourism Academy Privacy Notice" means the privacy notice located at https://knowledge.tourismacademy.org/privacy-policy (and any successor or related locations designated by us), as it may be updated from time to time.

“Logos” means the logos, trademarks, service marks, and trade dress that you provide to us under the Sponsorship Order Form.

“Notice” means any notice given in accordance with Section 7.7.

“Materials” means materials (other than Logos) that you provide to us under the Sponsorship Order Form.

“Sponsor” and “you” has the meaning given to the term “Sponsor” in the Sponsorship Order Form.

“Sponsorship Fee” means the sponsorship fee under the Sponsorship Order Form.

“Sponsorship Order Form” means a written agreement executed by you and us that describes your sponsorship of the Sponsored Event(s).

“Termination Date” means the effective date of termination provided in a Notice in accordance with Section 4.