Sponsorship Agreement 

This Sponsorship Agreement (“Agreement“), dated as of [reference the Order Form] (the “Effective Date“), is by and between (the “Sponsor” referenced on the Order Form) and ECG Holdings LLC, a New Jersey Limited Liability Company with offices located at 100 Newfield Ave., Suite B, Edison, New Jersey 08837 (the “Company” and Sponsor, individually a “Party” and collectively, the “Parties“). 

WHEREAS, the Company operates a member-based organization known as “Customer Leaders Institute” and as “CLI” representing thousands of customer-centric leaders and professionals (the “Community“) and is engaged in the business of organizing, producing, disseminating and marketing online events, in-person events, webinars, blogs, emails, articles, whitepapers, audio and video recordings, online forums, and community engagement, amongst other activities, (the “Business“) to provide value to the members of the Community; 

WHEREAS, the Sponsor wishes to sponsor the CLI with the sponsor items referenced in the Order Form; 

WHEREAS, the Company agrees to grant the Sponsor certain rights with respect to the sponsor items listed on the Order Form; 

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 

1. Certain Defined Terms. Capitalized terms have the meanings set forth in this Section 1.

(a) “Affiliate” means, with respect to any Person, any other Person that is directly or indirectly Controlling, Controlled by, or under common Control with such Person, where “Control” and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. 

(b) “Company Brand Guidelines” means the brand guidelines which may be issued by the Company from time to time and which may depict the Company Marks and set out the Company’s requirements for use of the Company Mark, as provided to the Sponsor by or on behalf of the Company from time to time. 

(c) “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by Law to be closed for business. 

(d) “Company Mark” means the Company’s name, marks, logos, and slogans and all names, marks, logos, slogans, other identifying indicia of the Company or Community, whether or not registered, and whether or not set forth on Schedule 3 hereto. 

(e) “Company Intellectual Property” means any and all Intellectual Property owned or licensed by the Company. 

(f) “Company Website” or “Website” means the CLI website and platform, including when accessed at https://mycli.co/ or via an application or other medium. 

(g) “Commercial Rights” means any and all rights of a commercial nature connected with the Company, including without limitation sponsorship rights, merchandising rights, licensing rights, and advertising rights. 

(h) “Content” means any material uploaded to the Company Website or otherwise provided to the Company, including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as blog posts, forum posts, whitepapers, comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever; 

(i) “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non- governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. 

(j) “Intellectual Property” means any and all rights arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority- issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (“Patents“); (b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing (“Trademarks“); (c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights“); (d) internet domain names and social media account or user names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications for registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know- how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets“); (h) computer programs, operating systems, applications, firmware, and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof (“Software“); (i) rights of publicity; and (j) all other intellectual or industrial property and proprietary rights. 

(k) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority. 

(l) “Person” means any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity. 

(m) “Revenue Share Payments” (if applicable) means 10% of any and all fees for any of the Sponsor’s goods and services collected by Sponsor from a Potential Customer in the first 12 months following the date the Potential Customer first becomes a customer of the Sponsor and only between the date hereof through the earlier of (a) that date which is 12 months from the date of expiration or termination of this Agreement and (b) that date which is 12 months from the last contact between Sponsor and the Potential Customer in question while such Potential Customer was a User; provided that any fees relating to professional or training services shall not be included. 

(n) “Sponsor Content” means any material uploaded to the Company Website or otherwise provided by Sponsor to Company, including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as blog posts, forum posts, whitepapers, comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever; 

(o) “Sponsor Mark” means Sponsor’s and the Product’s names, Trademarks, Copyrights, and other Intellectual Property, in each case whether owned or licensed by the Sponsor. 

(p) “Sponsor Representative” means the Sponsor’s Affiliates, and its and their respective directors, officers, employees, managing members, general partners, agents, and consultants. 

(q) “Sponsorship Fee” means the sums (plus any applicable tax), payable by the Sponsor to the Company in accordance with the Order Form. 

(r) “Sponsorship Rights” means those sponsorship rights in relation to the Company set out in the Order Form. 

(s) “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. 

(t) “Term” means the term of this agreement as described in the Order Form. 

(u) “Terms of Use” means the terms and conditions that apply to Sponsor as a User, content provider, participant at events, member of the Community or other use of CLI’s and its Community’s, products, services, content and business, currently in effect and hereafter adopted or rescinded by the Company, in each case as may be amended from time to time by the Company; provided such terms and conditions shall be substantially similar to other sponsors of the Company. 

(v) “Territory” means worldwide, it being understood that the Company operates an internet-based community that is open to membership across the globe. 

(w) “User” means any user, member, or customer of any of the Company Website, Community, as well as attendees of any events of any of the foregoing. 

2. Grant of Rights.

(a) In accordance with these terms and conditions, the Company grants to the Sponsor the Sponsorship Rights during the Term (as defined in the Order Form) at the charge as defined in the Order Form. 

(b) All rights not expressly granted to the Sponsor under this Agreement are hereby reserved to the Company. 

(c) In the event that, for whatever reason, the Company is unable to deliver any of the Sponsorship Rights precisely as set out in the Order Form, subject to the written consent, not to be unreasonably withheld, of the Sponsor the Company may substitute alternative rights in the nature of the Sponsorship Rights to an equivalent value without penalty; provided that the Company shall have no obligation to provide alternative rights for any Sponsorship Right that is contingent on the hosting of a live event, publication of a non-online magazine, or qualified by the terms “if any” or other terms of similar effect on the Order Form. 

(d) The Company shall be entitled to enter into any sponsorship arrangement with any third party. The Sponsor agrees that the Company shall not be nor considered to be nor deemed to be in breach of any provision of this agreement as a result of entering into such arrangement.

3. Sponsorship fee and Deal Registration. 

(a) Sponsorship items and fees are outlined in the Order Form. 

(b) All sums set out in the Order Form are exclusive of taxes, which shall be paid by the Sponsor in addition thereto. 

(c) All payments of the shall be made in full without any set-off, deduction or other withholding whatsoever. 

4. Obligations of the Company. In consideration of the payment of the Sponsorship Fee, the Company covenants to:

(a) deliver or procure the delivery of the Sponsorship Rights to the Sponsor; 

(b) to use the Sponsor Mark only in the manner and form as mutually agreed upon if and when it uses the Sponsor Mark during the term of this Agreement 

(c) it shall ensure that none of its directors, officers or employees makes any statement that is knowingly defamatory, disparaging of or derogatory to the Sponsor, Sponsor Representative, Sponsor Mark, Sponsor Content or the Products. 

5. Obligations of the Sponsor.

(a) The Sponsor hereby represents, warrants, undertakes and covenants that: 

(i) it shall provide the Company the all fulfillment items and needs to fulfill the Sponsor Items referenced in the Order Form; 

(ii) to the extent costs or fees previously approved in writing by Sponsor are incurred with the delivery of Sponsorship Rights are to be paid by the Sponsor or additional fees apply to the exercise of any Sponsorship Rights, pay such additional fees or the reasonable costs within thirty (30) days of receipt of an invoice for the same; 

(iii) it has, and will continue to have throughout the Term, full right, title and authority to enter into this agreement and to accept and perform the obligations imposed on it under this agreement; 

(iv) it shall exercise the Sponsorship Rights strictly in accordance with the terms of this agreement; 

(v) it shall not, without the prior written approval of the Company, engage in any joint promotional activity or otherwise exploit any of the Sponsorship Rights with or in connection with any third party, nor exercise the Sponsorship Rights in such a manner that confusion may arise in the minds of the public as to the identity of the person to whom the Company has granted the Sponsorship Rights; 

(vi) it shall observe and abide by the applicable Terms of Use and all relevant laws (including but not limited to all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, and specifically, it shall not exercise the Sponsorship Rights in any manner that might constitute an offence under such laws, statutes, regulations and/or codes) rules or regulations which are applicable to the Company, the Company Website, events hosted by the Company, generally applicable to the advertisers or sponsors; 

(vii) it shall promptly observe and comply with all reasonable instructions, directions or regulations issued by or on behalf of the Company which are generally applicable to Company, the Community and its Business; 

(viii) it shall ensure that none of its directors, officers or employees makes any statement that is knowingly defamatory, disparaging of or derogatory to the Company, the Community, its Business; 

(ix) it shall, at all times, comply with any provisions of the Brand Guidelines then in effect; and 

(x) it shall only use the Sponsorship Rights in connection with the Products. 

(b) The Sponsor agrees and consents to the use and reproduction by or on behalf of the Company of the Sponsor Mark and any Sponsor Representative in any live event, whether online or in person, and any audio, visual and audio–visual or electronic recordings of the same, by all or any means and in all or any form of media whether now known or hereafter to be invented (including, without limitation, in connection with a any website, mobile device application and any other official product or publication) throughout the world in perpetuity for the purposes of advertising, merchandising, publicity and otherwise in relation to the exploitation of such audio, visual and audio- visual or electronic recording. 

(c) Neither Sponsor nor Company shall produce any merchandise, premiums or other giveaway items which feature the Sponsor Mark or Company Mark or are otherwise connected with the Sponsor or Company without the prior written permission of the other Party. 

(d) The Sponsor shall ensure that all uses of the Company Mark in connection with any marketing by the Sponsor, whether with Company or otherwise, and the promotion of Sponsor’s sponsorship shall conform at all times with the Brand Guidelines, any applicable Terms of Use, and the terms of this agreement. The Sponsor shall, at the request of the Company, promptly withdraw any Content, which, in the Company’s reasonable opinion, do not comply with the provisions of the Brand Guidelines, any applicable Terms of Use or the terms of this Agreement. For the avoidance of doubt, failure by the Sponsor to comply with such a request shall constitute a breach of a material provision of this agreement for the purposes of Section 8(b). 

(e) The Sponsor shall not issue, publish, circulate or otherwise make use of any Content or exercise the Sponsorship Rights without the prior written approval of the Company in accordance with this Section 5(e) as follows: 

(i) The Sponsor shall submit to the Company for prior written approval copies of all Content prior to the proposed use of the same and shall not publish, circulate or otherwise make public any Content which is not so approved; 

(ii) in the event that the Sponsor submits Content which is approved under clause 5(e)(i), the Sponsor shall ensure that such Content as used does not deviate from the Content approved by the Company, and shall submit such Content for approval whenever reasonably requested to do so by the Company; and 

(iii) in the event that at any time any Content fails to conform to any approved submission, the Sponsor shall, forthwith on notice from the nominated representative, withdraw any and all such Content from circulation. 

 

6. License Grants. 

(a) The Sponsor hereby grants the Company a non-exclusive, non- transferable, non-sublicensable license to use the Sponsor Marks in the Territory (it being understood that internet rights are worldwide). Solely in regard to the Sponsor Marks during the Term, the Company agrees to follow any usage guidelines provided by Sponsor hereto; provided, however, that the foregoing shall not apply to the Company’s use of Sponsor Marks to the extent contained within Content. The Sponsor hereby grants the Company a non-exclusive, non-transferable, non-sublicensable license to use any and all Sponsor Content as well as the Sponsor Marks contained therein in the Territory (it being understood that internet rights are worldwide). 

(b) The CompanY hereby grants the Sponsor a non-exclusive, non- transferable, non-sublicensable license to use the Company Marks in the Territory (it being understood that internet rights are worldwide) during the Term in its advertising, marketing, and promotional materials in all formats and media, including in print, radio, and television and on packaging, websites, mobile apps, social media platforms, and other digital media, to identify and promote its association with and its status as a sponsor of the Community. Sponsor shall have no other rights to or in connection with any other Company Intellectual Property. Sponsor agrees to follow any usage guidelines provided by the Company hereto. 

(c) Notwithstanding anything to the contrary herein, the Company shall submit examples of all proposed uses of the Sponsor Marks to Sponsor for written approval and Sponsor shall submit examples of all proposed uses of the Company Marks for written approval. Each Party shall have 10 days to approve all submitted examples in writing, provided that any failure of a Party to object in writing to any proposed use within such 10 day period shall be deemed approval of such use. 

(d) Sponsor’s use of the Company Marks, and all goodwill associated therewith, shall inure solely to the benefit of the Company, and the Company shall retain all right, title, and interest in and to the Company Marks and all other Intellectual Property owned by the Company. The Company’s use of the Sponsor Marks, and all goodwill associated therewith, shall inure solely to the benefit of Sponsor, and the Sponsor shall retain all right, title, and interest in and to the Sponsor Marks and all other Intellectual Property owned by the Sponsor. 

 

7.Insurance. 

(a) Throughout the Term, Sponsor shall maintain, at its sole cost and expense, the following types and amounts of insurance coverage: 

(i) Public Liability: Public liability insurance providing coverage on an occurrence form basis and including coverage for bodily injury, property damage, blanket contractual liability (including coverage for such Party’s indemnification obligations under this Agreement), products liability and completed operations. The insurance must have limits of not less than $1 million each occurrence for bodily injury and property damage and personal and advertising injury. 

(ii) Cyber Security: Cyber and data security coverage of at least $1 million or evidence of expanded coverage for actual or alleged privacy breaches, confidentiality breaches, security breaches, and on-line media activity (including any claim made for an alleged online media activity resulting in a media hazard) within Sponsor’s general liability or professional liability policies. 

(b) All insurance policies required pursuant to this Section 7 shall 

(i) be issued by insurance companies with a Best’s Rating of no less than A-VII shall use reasonable efforts to name the Company and its successors and permitted assigns as additional insureds. 

(c) Upon the Company’s written request, the Sponsor shall provide the Company with copies of the certificates of insurance for all insurance coverage required by this Section 7. In the event a Party receives notice of cancellation, non-renewal, or reduction, the Sponsor shall, prior to the effectiveness of such cancellation, secure replacement insurance policies that meet the requirements of this Section 7. 

 

8. Term and Termination.

(a) Term. The term of this Agreement (the “Term”) as referenced in the Order Form commences on the Effective Date and continues thereafter for a the period defined on the Order Form, unless and until sooner terminated as provided in Section 8(b). 

(b) Early Termination. The Term shall come to an end before the expiration date of the Term on written notice (each, an “Early Termination”): 

(i) by the Company, if the Sponsor fails to pay any amount when due under this Agreement and such failure continues for sixty (60) days after the Sponsor’s receipt of written notice of nonpayment; 

(ii) by a Party, if during the Term: (i) the other Party commits or is alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; (ii) the other Party commits any act or becomes involved in any situation or occurrence which brings the other Party into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon the other Party or reduces the commercial value of the Party’s association with the other Party; or (iii) information becomes public about how the other Party has so conducted themselves as in (i) or (ii) in the past; (iv) either Party takes any action (other than legal action or arbitration arising out of this Agreement) or makes or authorizes statements deemed by the other Party to be defamatory, disparaging of or derogatory to the other Party and such actions or statements become public during the Term. Any of the acts described above will be deemed a material breach of the Agreement. 

(iii) by either Party, if the other Party breaches any material provision of this Agreement (including, without limitation, the Order Form, the DPA, or the Rider) and either the breach cannot be cured or, if the breach, whichever is longer, (a) is not cured according to the terms set forth in the MSA, or (b) can be cured, but not cured by the breaching Party within thirty (30) days after the breaching Party’s receipt of written notice of such breach; or 

(iv) by either Party, if the other Party (A) becomes insolvent, (B) is generally unable to pay, or fails to pay, its debts as they become due, (C) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (D) makes or seeks to make a general assignment for the benefit of its creditors, or (E) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business. 

(c) On expiration or earlier termination of this Agreement, all licenses granted hereunder by the Company and Sponsor will also terminate, the MSA will terminate and the each Party shall immediately cease using the other Party’s marks and return to the other Party such other Party’s Confidential Information. For purposes of clarity, all obligations relating to the Revenue Share Payment shall survive termination until the earlier of (a) that date which is 12 months from the date of expiration or termination of this Agreement and (b) that date which is 12 months from the last contact between Sponsor and the Potential Customer in question while such Potential Customer be a user or member of CLI. 

(d) Nothing in the Section shall be deemed to limit any other right or remedy available to the Company at law or in equity. 

(e) The expiration or termination of the Term for any reason shall not release either Party from any obligation or liability to the other Party, including any payment and delivery obligation, that: 

(A) has already accrued hereunder; 

(B) comes into effect due to the expiration of the Term; or 

(C) otherwise survives the expiration or termination of the Term. 

 

9. Non-competition; Non-solicitation. From the date hereof through that date which is 12 months after the earlier of (i) the expiration of the Term and (ii) the date which is 180 days after an Early Termination (the “Restricted Period”), Sponsor agrees neither it nor any of its Affiliates shall intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and any of its Customers or Users by using any Company Content, identity or data of Users of the Company Website, access to the Company Website or the Community (whether in person, online, or otherwise) or Sponsorship Rights to directly compete with the Company or to assist any of Sponsor’s customers and Users to do so. The Company recognizes that the Sponsor is in the business of licensing its Products to third parties to create online communities and will continue to do so in the future, subject to the foregoing restriction. The Company also acknowledges and agrees the Sponsor may create a community for its own paying customers, which may include Users but solely to the extent they are paying customers of the Sponsor and the Sponsor has not violated the terms of this Agreement in any manner, including in violation of this Section 9. During the Restricted Period, the Sponsor shall not, and shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any Users, clients or customers of the Company for purposes of diverting their business or services from the Company. The Sponsor acknowledges that a breach or threatened breach of this Section 9 would give rise to irreparable harm to the Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by the Sponsor of any such obligations, the Company shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

 

10. Representations and Warranties.

(a) Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; and (iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. 

(b) The Company further represents and warrants that the Company Marks and the Sponsor’s use thereof in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third party. 

(c) The Sponsor further represents and warrants that the Sponsor Marks and all Sponsor Content and the Company’s use thereof in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third party. 

11. Indemnification.

(a) The Company shall indemnify, defend, and hold harmless the Sponsor and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (collectively, “Losses“), resulting from any claim, suit, action, or proceeding by a third party arising out of or related to (i) the Company Marks or (ii) the Company’s material breach of any representation, warranty, covenant or obligation of the Company under this Agreement. 

(b) The Sponsor shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns from and against any and all Losses resulting from any claim, suit, action, or proceeding arising out of or related to: (i) the Sponsor Marks; (ii) any Sponsor marketing activities conducted on the Website, to the Community, or at events; or (iii) the Sponsor’s material breach of any representation, warranty, covenant, or obligation of the Sponsor under this Agreement. 

 

12. Confidentiality. The Parties agree to maintain the terms of this Agreement in confidence. All non-public, confidential or proprietary information of a Party (“Confidential Information“), including, but not limited to, its business operations, advertising and marketing plans, products, services, confidential intellectual property, trade secrets, third-party confidential information, or other information of or about a Party, disclosed by such Party (the “Disclosing Party“) to the other Party (the “Recipient“), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the Recipient’s use in performing this Agreement and may not be disclosed or copied unless authorized by the Disclosing Party in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Recipient’s breach of this Agreement (including any breach by a Representative of the Recipient); (b) is obtained by the Recipient on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) the Recipient establishes by documentary evidence, was in the Recipient’s possession prior to the Disclosing Party’s disclosure hereunder. Upon the Disclosing Party’s request, the Recipient shall promptly return all documents and other materials received from the Disclosing Party. Disclosing Parties shall be entitled to injunctive relief for any violation of this Section

 

13. Compliance with Terms of Use. The Sponsor represents that it has been provided the opportunity to review the Terms of Use of the Company currently in effect, if any, and agrees that the Sponsor, all Sponsor Representatives, and all Content will comply at all times with the Terms of Use currently in effect. The Company, in its sole discretion, can remove or restrict access to advertisements or Content that is in violation of any Term of Use. The Company can also suspend or disable any user account directly or indirectly linked to the Sponsor or any Sponsor Representative or deny access to live events to the Sponsor or any Sponsor Representative for conduct that violates any of Term of Use and can elect to terminate this Agreement pursuant to Section 8(b), above, in each case in its sole discretion.

 

14. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

 

15.Public Announcements. Except as provided herein, neither Party shall (orally or in writing) publicly disclose, issue any press release, make any other public statement or announcement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of the other Party (which approval shall not be unreasonably withheld or delayed). 

 

16. Assignment. Neither Party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party’s prior written consent, which consent such other Party may give or withhold in its sole discretion, provided, however, that each Party may assign or otherwise transfer all or any of its rights, and delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without the other Party’s consent to the successor to all or substantially all of its business to which this Agreement relates. Any purported assignment, delegation, or transfer in violation of this section is void.

 

17. General. Each Party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other Party at the addresses set forth above (or to such other address that the receiving Party may designate from time to time in accordance with this section). This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims, are governed by, and construed in accordance with, the laws of the state of New York (including its statutes of limitations and N.Y. GEN. OBLIG. LAW § 5-1401), without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Either Party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in New York County, New York. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; AND (C) WAIVES ANY RIGHT TO TRIAL BY JURY.

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. The Parties may not amend this Agreement except by written instrument signed by the Parties. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)“) is effective unless contained in a writing signed by the Party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. There are no third- party beneficiaries under this Agreement. Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 24 months after such expiration or termination. This Agreement may be executed in counterparts. 

 

18.Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to sections, schedules, and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y) to the MSA, an instrument, or any other document means such the MSA, such instrument, or such other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. All references to “$” or “dollars” mean the lawful currency of the United States of America. Whenever the masculine is used in this Agreement, the same shall include the feminine and whenever the feminine is used herein, the same shall include the masculine, where appropriate. Whenever the singular is used in this Agreement, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.