These Switch sponsorship terms and conditions (“Terms”) govern acceptance and use of Switch, Ltd. (“Switch’s”) in-kind donation of space and/or monies to you as a third party (“You”) allowing you to benefit from Switch’s intellectual property (e.g. logo/brand), resources, support, and/or affiliation (the “Funds”) and constitute a binding written agreement regarding your receipt and use of The Funds.

1. Valid Consideration. By accepting or using Funds from Switch for the promotion of or your good(s), service(s), or event(s) (your “Events”) and as a material inducement for Switch to provide the Funds, and support your Events, You and your organization hereby acknowledge, agree and covenant:

(i) To identify Switch as a Sponsor (the “Switch’s Sponsorship”) on Your website advertising the Events in a method and manner preapproved by Switch;

(ii) To highlight Switch as a lead sponsor at any event or venue at which You have a presence and on any website You control, which will include identifying Switch on any of Your Event presentations and websites controlled by You, and audibly recognizing the Switch in a method and manner preapproved by Switch;

(iii) That You will provide at least seven (7) Switch and/or Switch subsidiary employees, with access to all Events;

(iv) That no portion of the Funds or any other monies You own or control will be used to sponsor, support, fund, pay, facilitate, create a venue at or for, host an event at or for, advertise, spotlight, highlight, enable or in any way be used for the benefit of any other data center or competitor of Switch (“Competing Data Centers”). The provisions of this sub-section shall survive the termination of this Terms; and

(v) All of the Funds will be utilized exclusively within and for the benefit of the State wherein Switch is operating.

2. Intellectual Property. Switch has extensive intellectual property rights (patents, trademarks, copyrights, trade dress, and trade secrets) throughout the United States and worldwide. You acknowledge that Switch owns several patented and patent pending technologies. Switch grants You a limited, non-exclusive, revocable license to reproduce and display Switch’s trademarks in the size and resolution provided and/or as preapproved by Switch on a royalty free basis, for the purpose of promoting and advertising Switch’s Sponsorship prior to and at Your Events or events You attend. Your usage shall be in compliance with Switch’s trademark usage standards. You grant Switch a non-exclusive license to reproduce and display Your logo and/or trademarks on a royalty free basis for the purpose of promoting and advertising Switch’s Sponsorship. You covenant and agree to assist Switch in identifying potential intellectual property infringement to the extent discovered or known by You.

3. Liability. This Terms in no way creates an agency or employment relationship between You and Switch. In no event shall Switch be liable to You, or any or Your representatives or participants, any third party or otherwise, for any incidental, special, punitive, indirect or consequential damages in any way related to Your use or non-use of the Funds or any aspect of Your business, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. The provisions of this Section 4 shall survive the termination of these Terms for any reason.