March 3-6, 2025

Underground Infrastructure Conference (UIC)​

UIC 2025 Terms and Conditions

Exhibitor - General Information, Rules & Regulations

Underground Infrastructure Conference (UIC) is owned and produced by Gulf Publishing Company LLC. The words “Show Management” used herein shall mean the owner/producer acting through their officers, the Conference Director, or Conference and Exhibition Managers. All matters and questions not covered by the following rules and regulations or the Exhibitor Service Manual are subject to the decision of Show Management. The General Information, Rules and Regulations may be amended or supplemented at any time by Show Management, and all such amendments or additions shall, upon reasonable notice, be as equally binding on all parties affected as the original General Information, Rules and Regulations. Show Management reserves the right to publish official show photography for the purpose of promoting the show.

The space contracted for is to be used solely for the Exhibitor whose name appears on the contract. The Exhibitor will not sublet nor assign any portion of same space without the prior written consent of Show Management. Exhibitor shall not assign, transfer, delegate or subcontract any of its rights or obligations under this contract without the prior written consent of Show Management. This contract is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms.

Exhibitor assumes the entire responsibility and liability for losses, damages and claims arising out of personal injury or damage to Exhibitor’s displays, equipment and other property brought upon the premises of the exhibit hall. Exhibitors shall indemnify and hold harmless the convention facility and Show Management, their agents and employees from losses, damages and claims inside or outside the exhibit hall that may arise as a result of actions of the Exhibitor, its employees or agents. Show Management will not be liable to the Exhibitor, its employees, agents or guests for any damages, loss or injury from fire, electricity, water, storm, riot, smoke, theft, accident, or any other cause. In no event will Show Management’s liability for any and all claims, costs, damages, expenses and liabilities arising out of or in any way related to this Exhibit Space Agreement exceed the amount paid to Show Management by Exhibitor under this agreement. Under no circumstances will Show Management be liable to Exhibitor for indirect, incidental, consequential, special, or exemplary damages (even if Show Management has been advised of the possibility of such damages) arising from any provision of this Agreement, including but limited to, the exercise by Show Management of any of its rights under this Agreement. The Exhibitor agrees to provide insurance coverage for PI/PD covering the Exhibitor and his property of at least $1 million. Insurance protection against fire, theft or damage to the Exhibitor’s materials must be carried at the Exhibitor’s expense. Certificate effective dates are to cover exhibitor move-in through and including exhibitor move-out. Certificate holder: Gulf Publishing Co/UIC, 2 Greenway Plaza, Ste 1020, Houston, TX 77046. Description of operation/additional insured: Convention Center. (Details to come)

Exhibitor agrees to indemnify and hold harmless Show Management and their respective officers, agents, and employees (collectively, the “indemnitees”) from and against any and all claims, costs, damages, expenses, and liabilities of any nature or kind arising out of or in any way connected to its failure to comply with its obligations or duties hereunder regardless of the cause or of the joint, comparative or concurrent negligence of the indemnitees.

Exhibitor assumes responsibility for all state, federal and local taxes associated with sales activities. Exhibitor assumes responsibility for all licensing in association with any use of copyrighted material.

The Exhibitor understands that the Americans with Disabilities Act (ADA) requires that its display must be accessible to persons with disabilities, and the Exhibitor agrees that it is solely responsible for assuring that its display complies with the ADA. The Exhibitor hereby warrants that it will provide auxiliary aids and services to individuals with disabilities suitable for effective communication between all parties in accordance with the requirements of the ADA, so that the Exhibitor’s display will be accessible, as defined in the ADA, to persons with disabilities. The Exhibitor further warrants that where the provision of such auxiliary aids would fundamentally alter the nature of the goods and/or services provided by the Exhibitor, or would result in an undue burden to the Exhibitor, the Exhibitor will notify Show Management of that fact at least two weeks in advance of the exhibition and of the alternative measures it intends to take to assure compliance with the ADA during the period of the exhibition. The Exhibitor agrees to indemnify and hold Show Management harm less for any claims arising out of or in connection with the Exhibitor’s display’s failure to comply with the ADA.

Exhibitors have move-in and move-out times as indicated in the Exhibitor Service Manual. Failure to remove an exhibit in the allowed time will afford Show Management the right to remove and place same in a warehouse, subject to the Exhibitor’s disposition, with all charges to follow at no liability to Show Management. All exhibits must remain intact until the event is officially closed. Any exhibitor failing to occupy its contracted space by: March 3, 2025 will be considered in default and may be subject to cancellation. In that event, Show Management will have the right to use the space for its own convenience, including selling the space to another exhibitor without any rebate or allowance to the defaulting exhibitor.

Show Management reserves the right to prohibit, limit or discontinue the distribution of gifts, giveaways or similar promotions. Contests, raffles and drawings, if permitted under state or local laws, will be subject to the written approval of Show Management. With advance notice, we may announce Exhibitor’s contests, drawings or raffle winners in the hall.

All exhibits must conform to the size of the booth and must not be of such a nature as to obstruct the view of or interfere with exhibits of others. The aisles, passageways and overhead spaces remain strictly under control of Show Management and no signs, decorations, banners, advertising matter or special exhibits will be permitted in them except by written permission of Show Management. Uniformed attendants, models and other employees must remain within the booths occupied by the exhibitor. Any and all advertising distribution must be made from the booth space. The Exhibitor will be responsible to abide by all city fire and safety codes which may be in effect.

Show Management reserves the right to restrict exhibits that may have been falsely entered, or may be deemed unsuitable or objectionable. This reservation applies to noise, persons, apparel, conduct, things, printed matter or anything of a character that might be objectionable to the Exhibition as a whole.  Public address systems are specifically prohibited. Electric or electronic amplification or musical instruments are specifically prohibited. Camera use in the exhibit hall will not be permitted either before or after exhibit hours. Children under the age of 18 are prohibited from being on the exhibit floor during move-in and move-out hours. Children under the age of 16 are specifically prohibited from being on the exhibit floor at any time.

In the interest of making available the best qualified craftsmen in numbers sufficient to handle the services necessary for the operation of the Exhibition, Show Management has contracted, on an exclusive basis, official contractors to provide such services. Service companies other than the designated contractors will not be allowed to work on the exhibit areas unless specifically authorized by Show Management. An Exhibitor who wishes to use its own contractor (i.e., Exhibitor-Appointed Contractor) to install and dismantle exhibits must notify Show Management in writing at least 30 days in advance and must provide proof of the contractor’s workers’ compensation and commercial general liability insurance coverage (see item 3 for limits). Exhibitor shall require any Exhibitor-Appointed Contractor to abide by all Show Rules and Regulations and to indemnify Show Management for any and all claims and actions caused by such contractor’s negligence or willful misconduct. In no instance shall Show Management be responsible for the conduct of any Exhibitor- Appointed Contractor or their employees. Show Management assumes no responsibility for performance failure by contractors.

No damages shall be due for a failure of performance due to Acts of God, declared war in the United States, terrorist act in the city where UIC is being held, government regulation, riots, disaster, Centers for Disease Control Level 3 Travel Advisory regarding the city in which UIC is being held, government imposed prohibitions on gatherings where UIC is being held, declaration of a pandemic by the World Health Organization, or any other circumstance beyond the Parties’ reasonable control, which in the case of each of the foregoing makes it illegal or impossible to hold UIC. If UIC is cancelled due to a cause that the parties mutually agree is a Force Majeure, 100% of all deposits paid by Exhibitor will be refunded, less a pro rata share of costs and expenses incurred.

In the event the premises of the Houston George R. Brown Convention Center (the Center) is destroyed or damaged, or if the show fails to take place as scheduled, or is interrupted and/or discontinued, or access to the premises is prevented by reasons of strike, lockout, injunction, act of God, act of war, emergency declared by any government agency or by Show Management (a “Force Majeure Event”), or for any other reason, this contract may be terminated by Show Management. In the event of such termination, the Exhibitor waives any and all damages and claims for damages and agrees that the sole liability for Show Management shall be to return to each Exhibitor any payment made hereunder less its prorated share of all costs and expenses incurred and committed by Show Management in connection with the Show.

No Exhibitor may bring hazardous or illegal items or substances into the Center. No Exhibitor may permit any act by its employees, officers, or agents that will mark or deface the premises. Exhibitors must surrender the space occupied in the same condition as at the commencement of occupancy. Exhibitor shall be solely responsible for damages its display causes to the Center.

Show Management reserves the right to make appropriate changes in the floor plan and booth locations as it deems necessary for the overall success of the event. Exhibitors will be timely notified of any changes.

By executing this contract, Exhibitors agree that their entire exhibit and display will be confined to the exhibit space assigned. This prohibits Exhibitors from displaying products/services and/or other advertising materials in areas outside their booth space such as, but not limited to, parking lots and hotel lobbies. Exhibitors, by executing this contract, also expressly agree not to operate hospitality suites, conduct meetings or demonstrations during hours in which UIC is open or when any official sponsored events are in progress.

Products and/or services on display in the exhibit area within UIC carry no implied or real endorsement or recommendation by Show Management. The Exhibitor agrees that it will not represent any product or service as being endorsed by Show Management. Show Management reserves the right to prohibit any exhibit or any part of an exhibit that is not consistent with the objectives of UIC. Furthermore, products or services must be related to the UIC industry.

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this contract or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. No waiver by any party of any of the provisions hereunder shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this contract shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

This Contract shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any conflict of law rules that would cause the application of the laws of any other jurisdiction. The parties agree that the venue for any legal proceeding concerning this contract shall be the court of appropriate jurisdiction located in Harris County, Texas, and the parties hereby waive any objections to service of process for said venue.

If any term or provision hereof is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this contract or invalidate or render unenforceable such term or provision in any other jurisdiction.

Violations of these rules and regulations as well as those published in the Exhibitor Service Manual will afford Show Management the right to prohibit the Exhibitor from exhibiting at the current year’s exhibition and will forfeit all booth payments. It is fully understood that the agreement between Exhibitor and Show Management is fully and entirely expressed in this contract, and that there is no oral or verbal agreement of any kind with respect to the subject matter of this contract, whereby the Rules and Regulations of this contract are or can be changed or modified in any way prior to the close of the Show will not be permitted and will be subject to non-participation at future shows organized by Show Management.

Exhibitor acknowledges that the Rules & Regulations have been read and are in agreement with said rules & regulations. All matters and questions that arise which are not specifically covered by these rules and regulations are subject to the decision of Show Management. These rules and regulations may be amended, added to, and amplified by Show Management at its discretion. Exhibitor agrees to abide by any and all amendments and changes by Show Management.

Sponsorship Terms and Conditions

These terms and conditions of sponsorship (the “Terms and Conditions”) are entered into by Gulf Energy Information (“Gulf”) and the sponsor (“Sponsor”), whose name is set forth on the above Sponsorship & Special Event Agreement (the “Event Agreement”). Together, the Event Agreement and these Terms and Conditions (collectively, the “Sponsorship Agreement”) shall govern the performance of the Sponsor (the “Sponsorship”), as described further in this Sponsorship Agreement. Capitalized terms not otherwise defined in these Terms and Conditions shall have the meanings ascribed to them in the Event Agreement. Unless otherwise specifically noted, all references in these Terms and Conditions to paragraphs or sections will refer to the paragraphs and sections of these Terms and Conditions. Gulf reserves the right to accept or refuse any Sponsorship Agreement or proposed Sponsorship, in its sole discretion. Gulf reserves the right to adopt additional regulations and to modify these Terms and Conditions, as may be deemed necessary by Gulf for the general success of the Event. Such modifications may include changes to the Terms and Conditions, rules and regulations stated herein, to the Sponsorship Agreement, and to all other written agreements, which may affect the parties hereto, all of which are made a part hereof as though fully incorporated herein and Sponsor agrees to be bound thereby.

To confirm a conference or awards sponsorship, 50% of payment is due upon submission of this contract. Balance is payable 90 days prior to the event. All requests for cancellation of a Sponsorship must be submitted in writing. All paid and guaranteed Sponsorships cancelled in writing (as set forth in the Terms and Conditions) at least ninety (90) days in advance of the Event will receive a fifty percent (50%) refund of the total Sponsorship fee. No refunds or credits will be issued on cancellation requests received less than ninety (90) days prior to the scheduled Event. Sponsorships are non-transferable.

The term of the Sponsorship Agreement shall commence on the date hereof and shall continue in full force and effect until the conclusion of the Event.

Sponsor agrees to comply with all rules, regulations, and policies of Gulf, as currently in existence and as may be adopted hereafter by Gulf.

All Sponsorship activities and promotions are subject to approval by Gulf. Gulf reserves the right to review, limit, or discontinue any activity, material, or promotion by the Sponsor that, in its opinion and at its sole discretion, becomes objectionable for any reason or could potentially detract from the overall character of the Event. Such activities and promotions may encompass a wide range of aspects, including but not limited to individuals, objects, conduct, printed materials, or any other elements that Gulf deems objectionable. It is important to note that Gulf shall not be held liable for any expenses incurred by the Sponsor as a result of such review, limitation, or discontinuation.

Upon Sponsorship Agreement, Sponsor may provide Gulf with multiple versions of Sponsor logo. Gulf will select the best version of Sponsor logo for the most effective collateral production.

Sponsorship shall exist under one (1) corporate brand name only. Sponsorship cannot be shared between two (2) or more entities.

Gulf retains full authority over the design of all materials created to fulfill the Sponsorship agreement. All promotional materials used to advertise the Event shall remain the exclusive property of Gulf. If these materials include a Gulf logo, they must also prominently display the Date of the Event, the name of the Event, and the Gulf Event Logo provided by Gulf specifically for the Event. Sponsor is strictly prohibited from using any Gulf Logo that has not been explicitly provided for use in connection with the sponsored Event.

In consideration of the Sponsorship, Gulf grants Sponsor a limited, royalty-free, fully paid-up, non-exclusive, non-transferable, and terminable right and privilege to use the Gulf Logo provided solely for the purpose of marketing the Event as described above. It is important to note that this grant does not extend to any other rights, properties, licenses, permissions, or interests in Gulf’s intellectual property rights. Sponsor must strictly comply with the trademark laws of the United States when using the Gulf Logo, and any use beyond the scope of the limited license provided herein will be deemed a material breach of this Agreement.

Sponsor acknowledges that its use of the Gulf Logo benefits Gulf, and Sponsor does not acquire any additional rights or ownership over the Gulf Logo beyond what is specifically granted in this limited license. Gulf retains full ownership and control of its intellectual property, and Sponsor shall not claim any rights or interest other than the limited license described in this Agreement.

All costs, fees, and expenses not directly covered as benefits of Sponsorship are the full responsibility of the sponsor.

The following provisions apply exclusively to Underground Infrastructure Conference. Sponsors committing to Sponsorships equal to or less than $20,000 (referred to herein as an “Exhibitor”) are required to have an exhibit at the Event. It is essential to note that all Exhibitors must complete the Exhibit Space Agreement. Furthermore, all terms and conditions outlined in the Exhibit Space Agreement are incorporated into this Sponsorship Agreement by reference.

In the event that Gulf decides to terminate this Sponsorship Agreement for any reason, the Exhibit Space Agreement will automatically be terminated as well. However, should the Exhibitor choose to terminate this Sponsorship Agreement following the guidelines set forth in Section 18(b) of this Sponsorship Agreement, Gulf reserves the sole discretion to allow the Exhibitor to retain an exhibit at the Event.

Gulf will promptly notify the Exhibitor whether they are permitted to maintain an exhibit at the Event or not within five (5) days of receiving the Exhibitor’s notice of termination, in accordance with Section 19(b) of this Sponsorship Agreement.

Both parties shall operate as independent contractors under this Sponsorship Agreement. This Agreement does not establish either party as an agent, representative, or partner of the other, and neither party shall possess the authority to enter into contracts or obligations on behalf of the other. Each party shall assume full responsibility for all debts and obligations arising from the performance of its duties under this Sponsorship Agreement, including, but not limited to, obligations to its employees. Additionally, each party agrees to indemnify the other in the event that a party is found liable for any debt or obligation of the other party as described in this paragraph.

Subject to the provisions below regarding the termination of the Agreement, all trademarks, service marks, brand names, logos, and artwork owned by Gulf and displayed on the signs and materials under this Sponsorship Agreement, including all trademark rights or copyrights associated with such signs and materials, shall exclusively remain the property of Gulf. Sponsor is not granted the right to use or reproduce, for any purpose, the corporate or trade names, trademarks, service marks, logos, or any other proprietary symbols of Gulf without obtaining Gulf’s prior written consent.

It is important to note that Gulf’s use of Sponsor’s name and logo in connection with the Sponsorship does not imply Gulf’s approval, endorsement, certification, or referral of any product or service provided by Sponsor.

“Confidential Information” means information exchanged by the parties that is not generally known to the public and at the time of disclosure is identified as or would reasonably be understood by the receiving party to be, proprietary or confidential. Confidential Information may be disclosed by a party in oral, written, visual, electronic or other form. The party receiving any such Confidential Information (“Receiving Party”) will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from the party disclosing such Confidential Information (“Disclosing Party”) as the Receiving Party uses with its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable degree of care). Except as otherwise expressly permitted under this Sponsorship Agreement, the Receiving Party shall not: (a) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (b) use the Confidential Information of the Disclosing Party (i) for the Receiving Party’s own benefit or that of any third party, (ii) to the Disclosing Party’s detriment, or (iii) for any purpose other than performance of this Agreement; (c) commercially exploit any Confidential Information of the Disclosing Party; or (d) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party. Confidential Information shall also include the terms of this Agreement. This paragraph shall survive the termination of this Agreement.

During the term of this Agreement, Sponsor is required to maintain general liability insurance in the annual aggregate for the acts and omissions of Sponsor.

Sponsor will perform all its obligations to Gulf in compliance at all times with all United States federal, state and local laws, rules, statutes, enactments, orders and regulations, including those of any governmental agency, and all interpretations of and changes, supplements or replacements to, any of the foregoing that are applicable to Sponsor in performing its obligations for the Event. Sponsor is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for ownership or leasing of assets or the transaction of business of the character transacted by it except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Sponsor’s ability to fulfill its obligations under this Sponsorship Agreement.

Sponsor agrees to indemnify and hold Gulf, the Event facility and its owners, officers, committees, directors, employees and agents (collectively, the “Indemnitees”) harmless from any and all claims, damages, costs, losses, expenses, causes of action, liabilities and obligations of whatever nature or type, which the Sponsor has, or may have, or which have been, or could have been, or in the future otherwise might have asserted against it in connection with acts of the Sponsor, its directors, shareholders, officers, agents or employees. Upon signing this Agreement, Sponsor expressly releases the Indemnitees from any and all claims for loss, damage or injury.

Gulf intends to host future events and provide additional opportunities for sponsorship. The parties acknowledge and agree that Gulf is under no obligation to host any future events. In recognition of the Sponsor’s support of the Event, Gulf agrees that with respect to the Event sponsored by Gulf in the following year, Gulf grants Sponsor the right of first refusal over all other potential sponsors for the same Sponsorship of the same Event, in the subsequent year. Sponsors are eligible for this right of first refusal to renew its Sponsorship for Gulf’s Underground Infrastructure Conference if the Sponsorship amounts to $1,000 or more; however, the benefits and consideration of the sponsorship may be renegotiated as necessary. Sponsor shall have ninety (90) days following the conclusion of the Event to elect renew its Sponsorship for the following year. If Sponsor fails to notify Gulf of its intention to renew its Sponsorship within the ninety (90) day period, Gulf reserves the right to open the Sponsorship opportunity to the public without providing prior notice to Sponsor.

Notices (including any consent or communication hereunder) must be in writing and may be given by first class mail (return receipt requested) or hand delivered to the address set forth below for Gulf, and to the address set forth on the Event Agreement, as supplied by Sponsor. Either party may change its notice address by using this procedure. To Gulf: Gulf Energy Information/UIC, 2 Greenway Plaza Suite 1020 Houston, TX 77046 USA

(a) In the event that the UIC does not occur, Gulf will refund the Sponsorship fee amount to Sponsor within thirty (30) days of providing notification to Sponsor of termination of the Event.

(b) Sponsor may terminate this Sponsorship Agreement by providing written notice of such cancellation to the Gulf no less than sixty (60) days prior to the Event; provided, however, that Sponsor will receive fifty percent (50%) refund of the total Sponsorship fee and provided further, that upon Gulf’s receipt of such notice of cancellation, Gulf reserves its right to remove all references to Sponsor from any and all Event materials. In the event that Sponsor fails to provide Gulf with notice of its intent to terminate the Sponsorship Agreement more than sixty (60) days prior to the Event, Gulf will not refund the Sponsorship fee; provided, however, that Sponsor reserves the right to remove all references to Sponsor from any and all Event materials.

(c) Gulf may terminate this Sponsorship Agreement at any time in the event of material breach of this Sponsorship Agreement (including without limitation non-payment of fees) by Sponsor.

(d) Gulf may terminate this Sponsorship Agreement without cause upon written notice provided to Sponsor no less than ten (10) days prior to the Event. In the event that Gulf terminates the Sponsorship Agreement following a material breach, Sponsor shall receive no refund of the Sponsorship fee. However, when terminated by Gulf without cause, Gulf shall refund one hundred percent (100%) of the total Sponsorship fee that Sponsor has paid as of the date of notice within thirty (30) days of providing such notice.

This Sponsorship Agreement shall be governed by the laws of the State of Texas, exclusive of its conflicts of law rules. Venue for any action arising under or to enforce this Sponsorship Agreement shall lie exclusively in Harris County, Texas.

(a) Amendments to the Sponsorship Agreement. No term of this Sponsorship Agreement may be amended, modified or waived without the express written permission of each party hereto.

(b) Representations and Warranties. Except as expressly set forth in this agreement, Gulf makes no, and expressly disclaims any, representations or warranties, express or implied, regarding the event, sponsorship of the event and sponsorship benefits and any other service provided by Gulf hereunder. The provisions of this paragraph shall survive termination or expiration of the agreement.

(c) Limitation of Liability. Neither party will be liable to the other party for any indirect, incidental, consequential, exemplary, punitive or special damages arising out of or in relation to this agreement, including lost profits regardless of the form of the action or theory of recovery, even if such party has been notified of the possibility of such damages. This limitation of liability shall not apply to the sponsor’s indemnification obligations under this sponsorship agreement or either party’s breach of its obligations of confidentiality.

(d) Force Majeure. No damages shall be due for a failure of performance due to Acts of God, declared war in the United States, terrorist act in the city where UIC is being held, government regulation, riots, disaster, Centers for Disease Control Level 3 Travel Advisory regarding the city in which UIC is being held, government imposed prohibitions on gatherings where UIC is being held, declaration of a pandemic by the World Health Organization, or any other circumstance beyond the Parties’ reasonable control, which in the case of each of the foregoing makes it illegal or impossible to hold the Event. If Event is cancelled due to a cause that the parties mutually agree is a Force Majeure, 100% of all deposits paid by Sponsor will be refunded, less a pro rata share of costs and expenses incurred.

(e) No Waiver. No delay or omission by either party in exercising any right or remedy under this Sponsorship Agreement or existing at law or equity shall be considered a waiver of such right or remedy. No waiver by either party of any right or remedy whether under this Sponsorship Agreement or otherwise shall be effective unless in writing.

(f) Severability. If any provision of this Sponsorship Agreement is held to be invalid or unenforceable, it will be construed to have the broadest interpretation which would make it valid and enforceable. Invalidity and unenforceability of one provision will not affect any other provision of this Sponsorship Agreement.

(g) Assignability. Neither party to this Sponsorship Agreement may assign, transfer, sell, pledge, or hypothecate its right, title of interest in this contract or any part thereof, or any rights or privileges created thereby without prior written consent of the other party. Any assignment or attempted assignment contrary to this paragraph shall be null and void. This Sponsorship Agreement shall be binding upon all successors, legal representatives and permitted assigns of the parties.

(h) Entire Agreement. This Sponsorship Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous written or verbal communications or representations regarding such subject matter. This Sponsorship Agreement may not be modified except in writing signed by both parties hereto.

Sponsor confirms that they have read and agree to abide by the Rules & Regulations. Any matters or questions that may arise, not explicitly addressed in these rules, will be subject to Gulf’s decision. Gulf reserves the right to amend, add, or enhance these rules and regulations at its discretion, and Sponsor agrees to comply with any and all such amendments or changes made by Gulf.