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Sponsorship Agreement Terms and Conditions between Heavenly Path Art Gallery -and- the Sponsor

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These Terms and Conditions ("the Terms") apply to your Sponsorship in the Orthodox Arts Festival.

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The Exhibition will take place online at www.orthodoxartsfestival.org.

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Please read these Terms carefully before completing Your entry form ("the Entry Form") as they will form the contract between You and the Heavenly Path Art Gallery.

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1. The Organisers

 

The Heavenly Path Art Gallery ("HP) is an Art Gallery and the Orthodox Arts Festival Organisers, whose office is at 46A High Street, Glastonbury, SOMERSET, BA6 9DX.

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For information requests, please contact us at info@orthodoxartsfestival.org

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1. Definitions

1.1 In this agreement

“Affiliate” means a company from time to time Controlling, Controlled by or under common Control with the relevant
party to this agreement.

“Control” means the ultimate power to determine the direction of the management policies of such party, either directly
or indirectly and whether through the ownership of voting securities, by contract or otherwise.

“Effective Date” means the date on which this agreement is executed by the parties.

“Event” means the event named in the Sponsorship Agreement.

“Intellectual Property Rights” means patents, trade marks, service marks, trade and service names, copyrights, database
rights and design rights (whether or not any of them are registered and including applications for registration of any of
them), rights in know-how, moral rights, trade secrets and rights of confidence; all rights or forms of protection of a similar
nature or having similar or equivalent effect to any of them which may subsist anywhere in the world at the date of this
Agreement or in the future.

“Glastonbury Open” refers to Heavenly Path Art Gallery.

“Sponsor” is the company or individual named in the sponsorship agreement.

1.2 In this agreement:

(a) references to clauses and schedules are references to clauses in or schedules to this document unless the context
otherwise requires;
(b) headings shall be ignored in construing this agreement
(c) references to the words “includes”, or “including” shall be construed without limitation to the generality of the
proceeding words.
(d) references to ‘persons’ includes natural persons, firms, partnerships, companies, corporations, associations,
organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
(e) use of the singular includes the plural and vice versa; and
(f) use of any gender includes the other genders

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2. Appointment of Sponsors

Glastonbury Open will appoint the named sponsors of the event.

3. Provision of Services
Glastonbury Open will provide sponsor with the services in connection with the report as set out in the agreement.

4. Charges

Sponsor agrees to pay to Orthodox Arts Festival the charges set out in the online form.

5. Term and Termination

5.1 The agreement will start upon receipt of Sponsorship Form and will continue until each party has discharged its obligations under the agreement unless terminated by either party in accordance with clause 5.2.

5.2 Either party may terminate the Agreement with immediate effect by giving written notice to the other:
(a) if the other has committed a material breach of the Agreement and has failed to remedy or cure that breach within
thirty (30) days of receiving written notice requiring rectification of the breach from the party not in the breach; or
(b) if the other ceases or disposes of its business, or threatens to do so or if, the other being a partnership, an application
is made for its dissolution or it is dissolved or if the other, being a company, partnership or individual, begins, is party to,
consents to, or is otherwise subject to, proceedings under the law relating to bankruptcy, distress, receivership, insolvency
or the relief of creditors or enters into arrangements benefiting its creditors.

5.3 Termination of the Agreement shall not affect the accrued rights or liabilities of the parties arising out of the
Agreement as at the date of the termination and all provisions which are expressed to survive this Agreement or by which
by implication do so shall remain in force and effect.

6. Warranties, disclaimers and limitations of liability

6.1 Each of Orthodox Arts Festival and the Sponsor warrant that:
(a) it has the right, power and authority to enter into and all rights necessary to perform its obligations under the
agreement; and
(b) it will comply with all laws and other governmental, statutory, regulatory and other requirements which may from time
to time be applicable, including but not limited to any such laws or requirements relating to the acquisition, storage, use
and dissemination of personal subject data

6.2 Except as set out in the Agreement, all representations, warranties, terms and conditions, oral or written, express or
implied by (i) statute, (ii) common law or (iii) otherwise, are excluded.

6.3 The liability provisions in the Agreement do not apply to (I) death or personal injury resulting from negligence, (ii)
breach of the obligations arising from section 12 of the Sale of Goods Act 1979 or (iii) fraud or deceit in relation to which no
restriction or constraint applies to Orthodox Arts Festival or Sponsor.

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6.4 Orthodox Arts Festival will not be liable in contract or tort or otherwise for (I) loss of profits, business or anticipated savings, or
losses from wasted management time, whether such losses are direct or indirect; or (ii) any indirect losses including but
not limited to the indirect losses described in 6.4 above, however such direct or indirect losses may arise even if Sponsor
has been advised of the possibility of such direct or indirect losses.

6.5 The aggregate amount of Orthodox Arts Festival liability which may arise out of or in connection with the Agreement, whether in
contract or in tort or otherwise, will be in respect of all incidents or series of incidents occurring in any one Contract year,
be limited to the charges paid by Sponsor.

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7. Intellectual property

7.1 Sponsor Acknowledges that all Intellectual Property Rights in the materials created by Orthodox Arts Festival and other business participants in the event are the property of Orthodox Arts Festival.

7.2 Orthodox Arts Festival and Sponsor agree that either party may make accurate informational references to the other parties’
trademarks, service marks, and trade names in connection with the performance of this Agreement, including without
limitation, references in promotional materials, notices and advertisements for the event, subject for the following:

7.3 (a) Orthodox Arts Festival and Sponsor acknowledge that nothing contained herein shall give either party any interest in any trade name, trademark or service mark owned by the other party;

(b) Orthodox Arts Festival and Sponsor shall promptly cease any use of any trade name, trademark or service mark owned by the
other party upon termination of this Agreement for any cause; and
(c) In the event that either party makes references to the other party’s trade name, trademark or service mark that are
inaccurate or otherwise incorrect, then the owner may notify the other party of the necessary correction(s) and the party
receiving such notice shall implement such corrections as soon as reasonably practicable.

8. General

8.1 Sponsor may not assign any of its rights or obligations under the Agreement without the prior written consent of
Orthodox Arts Festival. A merger, consolidation, or sale of all the assets, business or securities, of Sponsor shall be deemed to be an assignment of the agreement by operation of law.

8.2 The Sponsorship Agreement constitutes a non-cancelable, binding contract with Orthodox Arts Festival. This agreement will
be construed in accordance with and governed by the law of England and Wales and the parties submit to the exclusive
jurisdiction of the Courts of England and Wales

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Upon sending the Sponsors form, Sponsor understands and agrees to the sponsorship proposal that is outlined, and
agrees to pay the sum stated on the Sponsorship Form Agreement to Orthodox Arts Festival in consideration of
services rendered.

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17. Entire Agreement

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These Terms contain the whole agreement between the parties relating to this agreement's subject matter at the date hereof to the exclusion of any terms implied by law that may be excluded by contract. Each of the parties agrees that it has not entered into these Terms in reliance on any representation, warranty, undertaking, or other statements, expressed or implied, orally or in writing, given or made by or on behalf of the other party except in so far as contained in these Terms. This clause shall not apply to any representation, warranty, undertaking, or statement made fraudulently or which was induced by fraud.

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18. Law and Jurisdiction

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These Terms and the contract of which they form part shall be governed by and construed under English law. Any disputes arising concerning these Terms shall be subject to the exclusive jurisdiction of England and Wales courts.