If a Sponsor and an individual or agency seeking sponsorship (“Sponsee”) enter in a sponsorship relationship, then this Services Agreement will apply. This Agreement is effective as of January 1, 2015. Your continued use of the Site after that date will signify your agreement to the terms of this Services Agreement. To the extent permitted by applicable law, we may modify this Services Agreement without prior notice to you. Revisions to this Services Agreement will be posted on the Site, so please check back often for updates. Revisions to this Services Agreement will take effect when posted to the Site unless otherwise stated. This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service (“Terms of Service”). Capitalized terms not defined in this Services Agreement are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site.
1. Member Contract
Sponsor agrees to provide promised contributions to Sponsees in accordance with their
Member Contract. Sponsor and Sponsee may agree to additional sponsorship terms or other contractual provisions during the proposal stage that extend this Services Agreement. Conflicts in the Member Contract will be resolved in the following order of precedence: (1) the Services Agreement; and (2) other contractual provisions as uploaded during proposal stage and accepted by Sponsor and Sponsee. Sponsor AND Sponsee IRREVOCABLY AGREE THAT ANY PART OF THEIR MEMBER CONTRACT THAT CONFLICTS WITH OR PURPORTS TO MODIFY THE SERVICES AGREEMENT WILL BE NULL AND VOID WHILE THE OTHER PARTS OF THE MEMBER CONTRACT SHALL REMAIN VALID AND BINDING.
2. Responsibilities and Performance
Sponsor is responsible for specifying its sponsorship proposal, cost, quantity, and delivery details for Sponsee Services in a timely and professional manner. Sponsee is responsible for delivering all tradeoff marketing and advertising efforts agreed to in a timely and professional manner, consistent with industry practice, at a location, place and time that Sponsor deems appropriate. Sponsor and Sponsee each covenants and agrees to act in good faith and deal fairly.
3. Duration of Services
The term of the Services Contract commences and terminates thirty days after the event date unless otherwise agreed upon during proposal stage.
4. Sponsorship Relationship
Sponsee is not the agent of Sponsor and is not authorized to make any representation, contract, or commitment on behalf of Sponsor. The Sponsee will choose the manner and means to perform Services. Sponsee will provide its own equipment, tools, and other materials at its own expense. Sponsee is solely and exclusively liable for complying with, and making all payments under, all applicable local,state, federal and international laws, such as laws related to gift taxes, and other contributions based on contributions paid to Sponsee during sponsorship negotiation. Neither Sponsor nor Endorsevent will withhold or make payments on Sponsee’s behalf. Sponsee hereby agrees to indemnify and defend Sponsor and Endorsevent and our Affiliates against any and all such taxes or contributions, including penalties and interest. Sponsee will provide proof of payment of appropriate taxes on fees paid to Sponsee upon request of Sponsor or Endorsevent.
5. Competitive or Conflicting Sponsorship Opportunities
Sponsee agrees, during the term of the Member Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Sponsee’s obligations under the Member Contract. Sponsee warrants that there is no such contract or obligation in effect as of the date Sponsee accepts the sponsorship opportunity and none will take effect thereafter. Sponsee further agrees not to disclose to, deliver to, or induce Sponsor to use any confidential information that belongs to anyone other than Sponsor or Sponsee.
6. Confidential Information
Sponsee agrees that during the term of the sponsorship agreement and thereafter, except as expressly authorized in writing by Sponsor, Sponsee (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Member Contract; (b) will not disclose or permit others to disclose any Confidential Information to any third party without first obtaining Sponsor’s express written consent; and © will limit access to Confidential Information to Sponsee personnel who need to know such information in connection with providing the Sponsee Services to Sponsor. “Confidential Information” means all information related to Sponsor’s business and prospects or related to a Work Product delivered or agreed to be delivered from Sponsee to Sponsor. Confidential Information does not include information that was known to Sponsee prior to Sponsor's disclosure hereunder or that becomes publicly available through no fault of Sponsee.
Sponsee will defend, indemnify, and hold harmless Sponsor against any damage, cost, loss or expense arising from a claim, suit, or proceeding brought against Sponsor arising from Sponsee's breach of the terms of this Services Agreement, the User Agreement, or other Terms of Service.
Termination with Cause
Either party has the right to terminate the Member Contract immediately in the event that the other party has materially breached the Member Contract and fails to cure such breach within 15 days of receipt of notice by the nonbreaching party, setting forth in reasonable detail the nature of the breach. Sponsor may also terminate the Member Contract immediately in its sole discretion in the event of Sponsee’s material breach of the Sections titled “Competitive or Conflicting Sponsorship Opportunities,” and “Confidential Information.”
Return of Property
Upon termination of the Member Contract or upon Sponsor’s request at any other time, Sponsee will deliver to Sponsor all of Sponsor’s property.
9. Disclaimer of Warranties
Other than the warranties expressly stated in this Services Agreement or other Terms of Service, Sponsee disclaims all other warranties, express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, arising by statute or otherwise in law or from a course of dealing or usage or trade.
Some states and jurisdictions do not allow for all the foregoing on implied warranties, so to that extent, if any, some or all of the above limitations may not apply.
10. Exclusions and Limitations of Liability
Except for a violation of Section 7 titled “Confidential Information”, in no event will either Sponsee or Sponsor be liable to the other for any special, indirect, consequential, incidental or punitive damages pursuant to the Member Contract, including but not limited to, loss of profits, loss of business opportunities or loss of goodwill, even if advised of the possibility of such damages.
11. General Provisions
Governing Law and Venue
The Member Contract and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Sponsor and Sponsee hereby expressly consent to the personal jurisdiction and venue in the state and federal courts Delaware, for any lawsuit filed there against them by each other arising from or related to the Member Contract.
If any provision of the Member Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Member Contract will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.
Each party must deliver all notices or other communications required or permitted under the Member Contract to the other party by uploading them during the proposal stage.
Sponsee acknowledges that, because its services are personal and unique and because Sponsee will have access to Confidential Information of Sponsor, any breach of the Member Contract by Sponsee would cause irreparable injury to Sponsor for which monetary damages may not be an adequate remedy and, therefore, will entitle Sponsor to injunctive relief (including specific performance). The rights and remedies provided to each party in the
Member Contract are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
Any waiver or failure to enforce any provision of the Member Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Execution and Delivery; Binding Effect
The parties will evidence execution and delivery of the Member Contract with the intention of becoming legally bound, by accepting the Terms of Service on the Site.
The Member Contract is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Member Contract, or any waiver of any rights under the Member Contract, will be effective unless uploaded during the proposal stage and accepted by Sponsee and Sponsor.
12. Contacting Us
If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact Customer Support as follows: