By submitting this Sponsor/Exhibitor Commitment Form, you represent that you are authorized to bind your company and agree on behalf of your company to the sponsorship terms and conditions.

This sponsorship agreement (“Agreement”) is made by and among the Member Access Processing. LLC (“MAP”) and the sponsoring entity identified on the commitment form (“Sponsor/Exhibitor”). This Agreement includes these terms and conditions and all other provisions contained on the document titled “Sponsor/Exhibitor Commitment Form.”

In consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. TERM. The term of the Agreement (“Term”) shall commence on the date the Commitment Form is submitted and continue in effect until the date the Program is completed, unless and until terminated by either party pursuant to Section 4.

2. PARTNERSHIP/SPONSORSHIP AND LIMITED LICENSE.

• A. Throughout the Term, MAP agrees to acknowledge Sponsor/Exhibitor as a sponsor of the MAP Annual Conference, uConference, program as identified on the Commitment Form (from now on referred to as the “Program”), as permitted in connection with qualified sponsorship payments under Section 513(i) of the Internal Revenue Code of 1986, as the same may be amended or supplemented and the Treasury regulations thereunder (hereinafter referred to as the “Code”). Such acknowledgement shall include displaying corporate logo of the Sponsor/Exhibitor and certain other identifying information (as permitted by the Code) at the Program as well as on marketing, advertising, and other appropriate promotional media in connection with the Program. The placement, form, content, appearance, and all other aspects of such information shall be determined by MAP in its reasonable discretion.
• B. No later than sixty (60) calendar days in advance of the Program, Sponosor/Exhibitor shall provide to MAP all necessary logos and other information, content and materials (in printed, electronic and/or other form) for use in connection with this Agreement; provided, however, that all such uses shall be determined by MAP in its reasonable discretion. Sponsor/Exhibitor grants to MAP a non-exclusive limited right and license to use of Sponsor/Exhibitor name, its acronym, and its logo (the “Marks”) solely to identify Sponsor/Exhibitor as a sponsor of the Program. In addition, Sponsor/Exhibitor grants to MAP the permission to link to website of the Sponsor/Exhibitor identified on the Commitment Form. Upon termination of this Agreement, MAP will discontinue further usage of the Marks and remove links to websites, provided, however, that MAP shall be permitted to retain any copies for archival purposes.

3. CONTRIBUTION AMOUNT. Sponsor agrees to make a cash contribution in the amount specified on the Commitment Form (the “Amount”), to be paid in full within thirty (30) calendar days of receipt of an invoice or the Program start date, whichever occurs first. Payment of the Amount permits Sponsor/Exhibitor to be identified by MAP as a sponsor of the Program. Such Amount shall in no manner be considered compensation or reimbursement for services rendered, activities undertaken by MAP on behalf of Sponsor/Exhibitor or income from a partnership or joint venture. To the extent that any portion of the Amount would not (if made as a separate payment) be deemed a qualified sponsorship under the Code such portion of such Amount shall be deemed and treated as a separate payment.

4. TERMINATION AND TERMINATION FEE. Either party may terminate this Agreement for any reason provided such written notice of termination is provided at least sixty (60) calendar days in advance of the Program. As consideration for the right to terminate this Agreement, Sponsor/Exhibitor shall pay a Cancellation Fee of 50% of the Amount (“Termination Fee”). The parties intend the Termination Fee to be liquidated damages constituting compensation, and not a penalty. The parties hereby acknowledge and agree that damages resulting from termination pursuant to this section would be impossible or very difficult to accurately estimate, and that the Termination Fee is a reasonable estimate of the likely losses and costs that would be incurred by MAP as a result of Sponsor’s termination pursuant to this section.

Upon receipt of termination notice from Sponsor/Exhibitor, MAP shall have the absolute discretion to seek a new sponsor for the Program. For the avoidance of doubt, MAP is not required to mitigate its losses and/or costs in such circumstances and the Termination Fee shall remain payable even where MAP is able to obtain another sponsorship. This section shall survive termination.

5. INDEMNIFICATION. Sponsor/Exhibitor hereby agrees to indemnify and hold harmless MAP, its officers, directors, employees, contractors, successors, and assigns, from and against all claims, actions, demands, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every kind and character whatsoever, which may arise by (i) reason of any use of Marks or website link provided by Sponsor/Exhibitor; or (ii) the inaccuracy or breach of any of the representations and warranties made by Sponsor herein. This indemnity shall require the payment of costs and expenses by Sponsor/Exhibitor as they occur. The provisions of this Section shall survive termination.

6. MISCELLANEOUS.

• A. Advertising and Publicity. Sponsor/Exhibitor shall not use the name of or refer to MAP directly or indirectly in any advertisement, news release, or professional or trade publication without the prior written approval from MAP.
• B. Notices. Any notice given pursuant to this Agreement shall be in writing and be electronically mailed to the individuals designated on the Commitment Form.
• C. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington and the federal laws of the United States of America. The parties hereby consent and submit to the jurisdiction and forum of the state and federal courts in the State of Washington in all questions and controversies arising out of this Agreement.
• D. No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s rights to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision. An effective waiver under this Agreement must be in writing signed by the party waiving its right.
• E. Cumulative Remedies. All rights and remedies of MAP herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance for the enforcement of this Agreement, and temporary and permanent injunctive relief.
• F. Severability. In the event that any one or more of the provisions of this Agreement is determined by a court of competent jurisdiction to be invalid, unenforceable, or illegal, such invalidity, unenforceability, or illegality shall not affect any other provisions of this Agreement, and the Agreement shall be construed as if the challenged provision had never been contained herein.
  The parties further agree that in the event such provision is an essential part of this Agreement, they will immediately begin negotiations for a suitable replacement provision.
• G. Entire Agreement. This Agreement: (i) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof; (ii) supersedes and replaces all prior agreements, oral and written, between the parties relating to the subject matter hereof; and (iii) may be amended only by a written instrument clearly setting for the amendment(s) and executed by both parties.

7. PHOTO RELEASE

By sponsoring and/or exhibiting in a MAP’s Annual Conference, you confirm that all attendees from your organization are aware of and agree to the following: By attending the Annual Conference, all attendees agree that MAP or its agents may, for any purpose, use an attendee’s name, material from any interview(s), and any image, likeness, audio recording or video recording of the attendee taken in connection with the event. Attendees release MAP and its agents from any liability for any such use, and waive any rights to any payment for such use.

8. SUMMARY

Sponsor/Exhibitors must conduct themselves in a professional manner to inspire the confidence, respect and trust of MAP clients and the public. It is the responsibility of the Sponsor/Exhibitor to see that their employees and presenters representing the firm at the Annual Conference be aware of and adhere to the above terms and conditions and conduct themselves in a professional manner throughout the Program.

Sponsor/Exhibitor may not schedule any major functions at times that conflict with the Schedule of Events. Sponsor/Exhibitor may not discriminate against or harass any attendee of the Annual Conference or convention host employee or staff member or other Sponsor/Exhibitor because of race, religion, sex, national origin, age, disability, sexual orientation or any other personal characteristic or reason. The services provided in the Commitment Form are personal to the Sponsor/Exhibitor and, as a result, may not be assigned by Sponsor/Exhibitor without the prior written consent of MAP.

9. CONFERENCE EXHIBITORS

Member Access Processing (MAP) will provide each exhibitor with:

▪ One power outlet for each booth.

▪ One six-foot table (with linen), two chairs and a trash bin

• A. Exhibitor Requirements. Exhibit assignments are made on a first-come, first-served basis. Areas are reserved only when Sponsor/Exhibitor Commitment Form and full payment of fees are received by MAP. All representatives staffing a booth are required to be registered for the conference. A minimum of one and a maximum of three people staffing each booth space at any time is allowed. Each exhibit booth registration includes one complimentary full conference registration, which includes a conference program; access to all educational sessions and meals.

Exhibiting materials may be sent in advance. Shipping for the Conference should be delivered on April 8, 2027. Shipments made or received more than three days before the start of the event will incur a storage fee. Exhibiting materials should be shipped to the address and attention of as shown below:

• B. Station or Liability Indemnification. Neither the Member Access Processing, W Austin, nor any agent or employee thereof will be liable for loss of or damage to the exhibitor’s property from fire, theft, or any other causes, or for personal injury to agents or employees of the exhibitor. The exhibitor agrees to indemnify and hold harmless the Member Access Processing, W Austin, its representatives, employees, and agents from any claims of property damage or personal injury by whomsoever sustained, including the exhibitor, its agents, or employees.
  Exhibitors desiring special security precautions should arrange for private guard service at their own expense.
• C. Exhibit Dimensions. MAP will provide one six-foot (deep) x eight-foot (wide) space to each exhibitor unless otherwise noted. Displays are not to exceed eight feet in height and may not obstruct the view of adjacent exhibitors. No display should exceed these restrictions unless approved before the conference by the MAP. Pipe and drape will not be provided.