These Terms & Conditions (“T&Cs”) apply to any Sponsorship Form (“Sponsorship Form”) entered into by a sponsored organization (“You”) and Bell MTS, a division of Bell Canada ( “Bell MTS”). The Sponsorship Form, these T&Cs and Your proposal (“Proposal”) form the entire agreement (“Agreement”) between You and Bell MTS. In the event of any conflict between the Sponsorship Form, the T&Cs, and Your Proposal, the Sponsorship Form shall prevail, followed by these T&Cs and the Proposal.

1. SPONSORSHIP Bell MTS has agreed to sponsor You in relation to the Sponsored Event described on the Sponsorship Form, in accordance with these T&Cs.

2. CONSIDERATION Bell MTS will supply and provide You with the Consideration set out on the Sponsorship Form, in association with the Sponsored Event.

3. TERM The Agreement is effective on the Effective Date set out on the Sponsorship Form and will remain in effect for the Term set out on the Sponsorship Form, subject to earlier termination.

4. SPONSORSHIP FEES You will pay a fee for the equipment and/or services provided to You by Bell MTS (the “Equipment” and “Services”) as provided for on the Sponsorship Form.

5. CHARGES AND PAYMENT TERMS Any charges payable by You are exclusive of applicable taxes. Taxes or charges payable by You will be separately itemized by Bell MTS in all invoices. A Bell MTS invoice will be deemed correct and binding on You unless an objection in writing is received by Bell MTS within 30 days after the invoice is rendered. You agree to pay interest on all overdue payments at a compound rate of 1.25% per month (16.07% per annum) or at such other interest rate as may be generally charged by Bell MTS to its customers. You agree to pay a late charge of $25.00 per day per unit commencing on the return date communicated to You by Bell MTS for each date that all or any portion of the Equipment has not been returned to Bell MTS. If all or a portion of the Equipment has not been returned within 7 days of such return date, then Bell MTS reserves the right, in its sole discretion, to require You to pay the cost of replacing such Equipment.

6. DAMAGE In the case of damage to, or loss, theft or destruction of, the Equipment, Bell MTS will have the right to require You to pay the cost of restoring the Equipment to its original condition or of replacing it, including any applicable labour costs, parts, shipping and handling fees.

7. TITLE The Equipment and the Services at all times will remain and be the sole and exclusive property of Bell MTS, and You will have no right of property therein except the right to use the Equipment upon the terms and conditions of this Agreement. You will not remove, deface or obscure any labels on the Equipment which indicate that Bell MTS is the owner of the Equipment. You will keep the Equipment free of all levies, liens and encumbrances. You agree that no equipment, apparatus, circuits, devices or services not provided by Bell MTS will be attached to, or used so as to operate with the Equipment in any way, whether physical, by induction or otherwise, except as permitted by Bell MTS in accordance with its Tariffs.

8. USE OF MARKS AND LOGOS.

8.1 Your Use of Bell MTS Marks and Logos Any uses by You of any intellectual property owned by Bell MTS, including Bell MTS’s name, logo, or any other intellectual property owned by Bell MTS, will only be with Bell MTS’s express approval, which approval must be in writing and only in accordance with Bell MTS’s then current graphic standards. You must submit a proof of the printed piece containing the Bell MTS logo and obtain approval from Bell MTS before printing to ensure the logo’s proper use. Any use of the Bell MTS logo will be no smaller than the logo of any other sponsor that has contributed similar sponsorship value to You for the Sponsored Event. Any acknowledgement of Bell MTS’s sponsorship should be no less prominent as the acknowledgement of any other sponsor that has contributed similar sponsorship value to You for the Sponsorship Event.

8.2 Bell MTS’s Use of Your Marks and Logos Bell MTS will not use any of Your intellectual property, including Your name, logo, or any other intellectual property owned by You, without Your express approval if You’ve indicated to Bell MTS that such approval is required. Bell MTS’s use of Your intellectual property will be in accordance with Your current graphic standards to Bell MTS, if You provide such standards to Bell MTS.

9. USE OF EQUIPMENT AND SERVICES Any use by You of Bell MTS's Equipment and Services will be in accordance with the current Terms and Conditions applicable to the particular Service. All Bell MTS Standard Terms and Conditions for Service are found at mts.ca, or will be provided upon request. You will not, nor will you permit others or assist others to, tamper with, alter or rearrange any part of the Equipment or the Services, or otherwise abuse or fraudulently use the Equipment or the Services, including, without limitation, using the Equipment or the Services:

(a) in any manner that interferes with the Equipment or the Services or Bell MTS’s network or equipment, or access thereto by other persons;

(b) contrary to the instructions communicated to You by Bell MTS; or

(c) for any purpose or in any manner, directly or indirectly, in violation of applicable laws or in violation of any third party rights.

10. TARIFFS Any Tariffs applicable to the Equipment or to the Services are made a part of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and those of the applicable Tariffs, the latter will prevail to the extent required to resolve any such conflict. You agree that upon any forbearance order by the CRTC in respect of all or any of the Equipment or the Services, or any part of them, this Agreement will remain in full force and effect, and will be deemed to incorporate all rates, charges, terms and conditions set out in the Tariffs in respect of the Equipment or the Services as at the effective date of forbearance to the extent not otherwise addressed in this Agreement.

11. INSURANCE You agree to maintain throughout the Term of the Agreement commercial general liability insurance covering claims for injury, death or damage to property in the minimum amount of two million dollars ($2,000,000.00) per occurrence. Such insurance will include Bell MTS Inc. as an additional insured and provide Bell MTS with thirty (30) days prior written notice of policy cancellation. If indicated on the Sponsorship Form, You will provide evidence to Bell MTS of the required insurance coverage in the Sponsorship Form of a certificate of insurance within five (5) days of the effective date of this Agreement.

12. TERMINATION AND CANCELLATION

 

12.1 Termination Bell MTS may terminate this Agreement or suspend all or any part of the Services or take possession of the Equipment:

(a) if You are in default of an obligation under this Agreement and such default continues for a period of 10 days after written notice to You;

(b) if You misuse Bell MTS’s property, trade-marks or logos, or in any other way violate the spirit of the Sponsorship Form and the corporate goodwill such sponsorship generates;

(c) upon 30 days notice to You;

(d) if You make an assignment for the benefit of creditors or take any other action for the benefit of creditors, become bankrupt or insolvent, or take the benefit of, or become subject to, any legislation in force relating to bankruptcy or insolvency; or

(e) if You or any individual or organization that is affiliated with You, becomes involved in any situation or occurrence that brings its reputation into disrepute or scandal, which, in the reasonable opinion of Bell MTS, reflects unfavourably upon the reputation of Bell MTS and/or the products and/or services of Bell MTS. In the event that Bell MTS exercises its right to terminate this Agreement under this clause, it will be entitled to a refund of the Consideration it has paid in association with the Sponsored Event, on demand.

The termination of all or any part of this Agreement will not relieve You from any liability, including amounts owing to Bell MTS, accrued under this Agreement prior to or at the time that such termination becomes effective.

12.2 Cancellation If the Sponsored Event is postponed or cancelled for any reason, including any reason beyond the reasonable control of either party, then Bell MTS will be entitled to a refund of any Consideration that it has provided to You, at its option.

13. LIMITATION OF LIABILITY Bell MTS does not guarantee error-free or uninterrupted operation of the Equipment or the Services. Bell MTS makes no warranties, representations or conditions of any nature whatsoever, either express or implied, including, without limitation, any warranty, representation or condition of fitness for a particular purpose or merchantability with respect to the Equipment or the Services, and all warranties, representations and conditions, express or implied, are, to the extent permitted by applicable law, hereby excluded. Notwithstanding anything in this Agreement, under no circumstances will Bell MTS be liable to You or to any third party for:

(a) any indirect, special, consequential, incidental, economic, or punitive damages, including, without limitation: loss of data, loss of income, loss of profit or failure to realize expected savings; arising directly or indirectly from: breach of contract (including fundamental breach or otherwise), negligence, any act or omission of Bell MTS or its representatives, or under any other theory of law or equity; even if Bell MTS has been advised of, had knowledge of, or reasonably could have foreseen, the possibility of such damages;

(b) any act or omission of You or of any party other than Bell MTS;

(c) any claims or actions relating to defamation, copyright or trade-mark infringement, or the violation of any third party rights, arising from use of the Equipment or the Services;

(d) infringement of patents arising from combining or using facilities provided by You with the Equipment or the Services; or

(e) any unauthorized use of the Equipment or the Services.

14. INDEMNIFICATION Without limiting any other rights or remedies of Bell MTS against You, You will be solely responsible for any injury to persons (including death), damage or loss to property or infringement of rights; caused by or related to: Your performance of this Agreement, Your breach of any term or condition of this Agreement, or the wrongful or negligent act or omission of You or any of your officers, employees or agents; and will save harmless and indemnify Bell MTS its affiliates and their respective officers, directors, employees, volunteers and agents (all of whom are collectively referred to as “Bell MTS” for the purposes of this Section) from and against all claims, liabilities and demands with respect to any claims for damages or loss made against Bell MTS arising in any way under this Agreement or relating in any way to the activities carried out by You or Bell MTS pursuant to this Agreement, together with all reasonable costs, expenses and fees (including legal costs) associated therewith. Without limiting the generality of the foregoing, You represent that you own or are licensed to use all logos and trademarks affiliated with You and your events and that you will save harmless and indemnify Bell MTS from any loss or damage to Bell MTS arising from an alleged misuse of such logos and trademarks or such similar intellectual property, from a third party as against Bell MTS.

15. NOTICES Any notice, request, consent or other communication provided, required or permitted under this Agreement (the “Notice”) will be sufficiently given if in writing and personally served or sent by mail or facsimile and sent or addressed as specified on the first page of this Agreement. A Notice, if delivered personally or by facsimile, will be deemed to have been received the same business day, or if the day on which the Notice was sent is not a business day, the Notice will be deemed to have been received on the next business day. Where a Notice is sent by mail, it will be deemed to have been received three (3) business days after the date of mailing. Either party may change its address or particulars for purposes of the receipt of a Notice in connection with this Agreement by giving notice in the same manner as provided in this section 15.

16. PRIVACY You acknowledge that Bell MTS collects, uses and discloses personal information for the purposes identified in Bell MTS’s Privacy Code. These purposes are: (a) to establish and maintain responsible relations with customers and to provide ongoing service; (b) to understand customer needs; (c) to develop, enhance, promote or provide products and services; (d) to manage and develop Bell MTS’s business and operations; and (e) to meet legal and regulatory requirements. You hereby consent to Bell MTS collecting, using and disclosing Your personal information in accordance with the Bell MTS Privacy Code. The entire Bell MTS Privacy Code may be viewed on Bell MTS’s website at bellmts.ca, or will be provided upon request.

17. EXCLUSIVITY Unless other stated, this arrangement is exclusive, meaning that You will not have any other telecommunications providers involved in, or associated with, the events for which Bell MTS is involved as a sponsor pursuant to this Agreement.

18. GENERAL PROVISIONS You will not assign this Agreement except with the prior written consent of Bell MTS. Bell MTS may assign all or part of this Agreement without Your consent. This Agreement will be binding upon, and will enure to the benefit of, the parties and their respective successors and permitted assigns. This Agreement will be governed by, and interpreted in accordance with, the laws of Manitoba and the laws of Canada applicable therein. Bell MTS will not be responsible for the performance of, or deemed to be in default of, any obligation or provision of this Agreement where delayed or hindered by labour disruptions, civil disturbances, acts of civil or military authorities, war, terrorism, accidents, fires, floods, acts of God, natural disasters or other catastrophes or events beyond Bell MTS’s reasonable control. Any provision of this Agreement that is unenforceable at law will be ineffective to the extent of such unenforceability without invalidating the remaining provisions of this Agreement. No failure by Bell MTS to exercise any right under this Agreement or to insist upon full compliance by You with its obligations under this Agreement will constitute a waiver of any provision of this Agreement. This Agreement and the applicable Tariffs represent the entire agreement between Bell MTS and You relating to the provision of the Equipment and the Services, and this Agreement cancels, replaces and supercedes as of its effective date all existing agreements and understandings, written or oral, between the parties relating to the Equipment and the Services. This Agreement may not be amended or modified except by mutual agreement of the parties in writing. This Agreement may be executed in any number of counterparts and such counterparts may be exchanged by transmission from one facsimile machine to another. Each party represents that the signature appearing on the execution line for such party on the Sponsorship Form is its original signature and will be deemed as such whether in original or facsimile form.