Marketplace Policy

CLIENT MARKETPLACE AGREEMENT 

THIS Client Marketplace Agreement ("Agreement) contains the terms of use that govern Client’s access to and use of Campus Multimedia’s software-as-a-service solution, as well as related websites, mobile applications, products, and services offered to you, including updates, or any online services associated with the solution (“SponsorPlace”), and is entered into by and between your organization ("Client," "you," or "your") and Campus Multimedia, LLC, a New York limited liability company ("Campus Multimedia," "SponsorPlace," "we," "us" or "our”). Capitalized terms not defined herein are defined in the Campus Multimedia Website Terms and Conditions or Privacy Policy, both of which are incorporated into this Agreement. 

WE PROVIDE ACCESS TO SPONSORPLACE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CLIENT ACCEPTS AND COMPLIES WITH THEM. BY CHECKING THE “ACCEPT” BUTTON, CLIENT (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) CLIENT IS 18 YEARS OF AGE OR OLDER; AND (II) IF CLIENT IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, CLIENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND BIND ENTITY TO ITS TERMS. IF CLIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT AND DO NOT GRANT ACCESS TO SPONSORPLACE TO CLIENT AND CLIENT MUST NOT ACCESS SPONSORPLACE. WE HAVE THE RIGHT TO DENY ACCESS TO SPONSORPLACE FOR ANY REASON. 

Campus Multimedia reserves the right to modify this Agreement at any time by any means including without limitation by: (i) posting the modifications to https://www.sponsorplace.com/mp-policy-school and/or (2) requiring Client to “click to accept” the modified Agreement. By continuing to use SponsorPlace, Client accepts any and all modifications to this Agreement. If modifications to the Agreement are unacceptable to Client or causes Client to no longer be in compliance with this Agreement, Client must terminate this Agreement and immediately stop using SponsorPlace. If any future modifications are implemented as a “click to accept” Agreement, Client may not be able to continue using SponsorPlace unless Client affirmatively accepts the modified Agreement. 

WHEREAS, Campus Multimedia commercializes a SaaS marketplace platform, which enables Clients to offer their Sponsorship Assets to Sponsors that are then memorialized by a definitive agreement between the Sponsor and the Client; and  

WHEREAS, the Campus Multimedia platform includes a Sponsor and Client facing interface that enables Sponsors and Clients to access the platform referred to as SponsorPlace; 

NOW, THEREFORE, the parties agree as follows: 

DEFINITIONS 

(a)   "Asset" means the Sponsorship offering for Sponsors that you submit to SponsorPlace for Evaluation and inclusion on the SponsorPlace marketplace. 

(b)   "Evaluation" means SponsorPlace's process for evaluating the terms of a Custom Asset with the applicable Evaluation Requirements.  

(c)   "Evaluation Requirements" means the technical, functional, content, and other policy requirements established by SponsorPlace in its sole discretion including the Content Standards in the Website Terms of Use. 

(d)   "Client Account" means a service account for listing your Asset through SponsorPlace, which includes a username and password. 

(e)   “Client Data” means Client Confidential Data and Personal Data of Client and any related Data Subjects.

(f)   "Client Net Receipts" means the aggregate amounts collected by SponsorPlace from Sponsors for their use of Client's Asset for a specific payment period, less any applicable taxes, refunds, and chargebacks (if applicable). 

(g)   "Client Net Profit" means the sum payable by SponsorPlace to Client for Assets purchased through SponsorPlace. Client Net Profit is calculated based on the Client Net Receipts minus the Marketplace Fee.  

(h)   "Confidential Information" means all non-public information that a party designates as confidential, or which under the circumstances of disclosure ought to be treated as confidential. Confidential Information does not include information that is: (i) known to a party before the disclosing party's disclosure to the receiving party; (ii) information publicly available through no fault of the receiving party; (iii) received from a third party without breach of an obligation owed to the disclosing party; or (iv) independently developed by a party without reference to or use of the disclosing party's Confidential Information. Notwithstanding the foregoing, SponsorPlace shall presume that all information received pursuant to the Agreement or in the course of fulfilling SponsorPlace's responsibilities under the Agreement is Confidential Information unless otherwise expressly designated by Client. Client Confidential Information includes, but is not limited to Client employee data, sensitive Client information, and other non-public Client information. It does not include information that is (x) considered an Asset as defined herein, (y) already public, information that is thoroughly de-identified or anonymized and cannot be re-identified, or (z) anonymous usage data associated with Client use of or participation in SponsorPlace’s products, programming, or services.

(i)   "Data Protection Law" means any law, rule, regulation, decree, statute, or other enactment, order, or mandate relating to data security, data protection and/or privacy, including but not limited to the California Consumer Privacy Act ("CCPA"), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted. 

(j) "Marketplace Fee" means a fee payable to Client for selling your Asset via SponsorPlace. 

(k)   "Personal Data" means any information relating to an identified or identifiable natural person ("Data Subject") and any other data information that constitutes personal data or personal information under any applicable Data Protection Law. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 

(l)   "Sponsor" means an organization that provides Sponsorship to Clients through the SponsorPlace marketplace.   

(m)   "Sponsorship" means the financial support received by Clients from Sponsors obtained via the SponsorPlace marketplace in exchange for agreed upon access, services, or publicity. 

(n)   "SponsorPlace Mark(s)" means trademarks and services marks, logos, badges and other business identifiers of SponsorPlace. 

1.  CLIENT ACCOUNT 

To list and make available your Asset on SponsorPlace, you must open a Client Account through SponsorPlace and provide all information required by SponsorPlace to approve you as a Client. SponsorPlace may use your contact information provided to send you information regarding announcements, programs, updates, and the like for your Client Account. You agree that SponsorPlace may display the contact information (including email address) provided for Sponsor contact and support, and transactional purposes. You are responsible for all activity that takes place with your Client Account. If you fail to keep your Client Account in good standing, SponsorPlace may revoke your Client Account, remove your listings from SponsorPlace, retain associated fees (if any), and pursue any other remedies available to SponsorPlace. 

2.  LISTING YOUR ASSET 

(a)   Posting.  You may either: (i) select a pre-approved Asset offered by SponsorPlace; or (ii) submit to SponsorPlace each Asset that you wish to list (each a “Custom Asset”).  

(b)   Changes and Updates to Assets.  If you post a Custom Asset, to the extent you make available changes and updates to your Custom Assets, those changes and updates are subject to the requirements of this Agreement. 

(c)   Evaluation.  Every Asset included in SponsorPlace has been pre-approved.  Each Custom Asset is subject to Evaluation before a listing for such Custom Asset is made available on SponsorPlace. For each Custom Asset you want to list on SponsorPlace, you must provide all information requested by SponsorPlace. We will verify whether your Custom Asset meets our criteria in our sole discretion. We may request additional information or documentation reasonably necessary to complete the Evaluation. Failure to respond to requests for additional information may result in a denial of your listing. We will make commercially reasonable efforts to complete the evaluation within a reasonable time and will notify you of our decision. 

(d)   Post Listing Assurances.  Once listed in SponsorPlace, SponsorPlace may periodically Evaluate your Asset offering to verify that it continues to comply with this Agreement. SponsorPlace may also modify your listing solely to correct obvious spelling, grammatical, or typographical errors. 

(e)   Removing a listing.  If you wish to remove your listing, you may do so via your Client Account in SponsorPlace. We will remove the listing from SponsorPlace, but the provisions of Section 10(b) herein shall apply to removal of any Asset. 

(f)   SponsorPlace Removal and Disablement Policies.  SponsorPlace may remove or suspend your access to SponsorPlace for: (i) your breach of this Agreement (which is not cured within ten (10) days from notice of such breach); (ii) your termination of this Agreement or any Asset; (iv) complaint(s) about the content or quality of your Assets; or (v) an allegation of, or your violation of, any applicable law, regulation, or regulatory guideline.  SponsorPlace also may disable your Asset: (A) if SponsorPlace determines that it causes harm to Sponsors or third parties; or (B) to comply with any judicial order, or government law, regulation, or order. 

(g)   Infringement Claims.  If you believe another Client, Sponsor, or third-party content in SponsorPlace violates your rights, you may submit a claim to SponsorPlace. If SponsorPlace refers a claim to you, you will promptly respond and comply with any requirements thereafter. 

(h)   Asset Placement and Promotion.  SponsorPlace reserves the right, in its sole discretion, to make all decisions regarding placement or promotion of your Asset anywhere in SponsorPlace. 

(i)   Modification or Discontinuance.  SponsorPlace is the property of Campus Multimedia. Campus Multimedia may, in its sole discretion, change or discontinue SponsorPlace at any time. 

3.  LICENSES 

(a)   Grant of Rights. The sale of your Asset will be to the applicable SponsorPlace Sponsor, not Campus Multimedia. You will enter into a Sponsorship Agreement directly with such Sponsors. Your terms of use, licenses, and any additional policies for the Asset will apply to the Sponsor(s) that agree to such Asset. The Sponsor will make payment through SponsorPlace, and your payment of the Client Net Profit will be distributed to you upon receipt of payment by the Sponsor for your Asset.  

Grant of Rights to SponsorPlace.  You do not transfer ownership of any Asset by listing it on SponsorPlace. By listing an Asset, you directly grant to SponsorPlace, the worldwide, limited, non-exclusive right to display and manage your Asset in SponsorPlace, and make available your Asset to Sponsors for purchase. 

(b)   Marketing Rights.  You grant Campus Multimedia, its agents, contractors, licensees, marketing providers, and other related parties the right to use, reproduce, display, publicly perform and publish your entity name and Asset in connection with the marketing of the Asset through SponsorPlace. You are the sole owner of your entity name, Asset, and associated goodwill, and the sole beneficiary of the goodwill associated with SponsorPlace's use of your entity name and Asset. SponsorPlace will not acquire any right, title, or interest in your entity name and Asset because of its use of them. SponsorPlace hereby assigns and will assign in the future any rights it may acquire in your entity name or Asset as a result of its use of them under this license, along with the associated goodwill. 

(c)   Sponsorship Agreements.  You, not SponsorPlace, will license or grant any necessary use rights associated with your Asset to Sponsors. You must use the Sponsorship Agreement template provided by SponsorPlace, or provide your own mutually agreeable contract terms, consistent with any obligations under this Agreement. Any contract terms are between you and the Sponsor and will not create any obligations or responsibilities of any kind for SponsorPlace. You acknowledge that SponsorPlace grants no right or license to the Sponsorship through the operation of SponsorPlace or through enabling you to access the Sponsorship through SponsorPlace. 

(d)   Reservation of Rights.  Except as expressly set forth herein, this Agreement does not grant to either party (by implication, estoppel, exhaustion, or otherwise) any right, title, interest, or license, in the other party's intellectual property. Each party reserves all rights not expressly granted in this Agreement. 

4.  SPONSORSHIP REQUIREMENTS 

(a)   General Requirements.  Your Asset must comply with the terms of  this Agreement, including the Content Standards as described in the Website Terms of Use. 

(b)   Applicable Law.  Any Sponsorship must comply with applicable law. If any disclosures are required to be made before the use of the Asset, you must provide those disclosures in the Asset description field. SponsorPlace's Asset description fields may include your full contact information. You must disclose to SponsorPlace any third-party obligations required for your Asset that may impose any legal obligations or requirements for SponsorPlace or a Sponsor. You must inform SponsorPlace or the Sponsor of such legal obligations and requirements and take any action if necessary for SponsorPlace or the Sponsor to comply with any legal obligations. You may not use SponsorPlace or any services or tools made available for the development of a Sponsorship for, or to permit others to carry out, any illegal activity or breach of contract. 

(c)   Support.  SponsorPlace will put forth its best effort to  provide support as an intermediary between you and any Sponsor during the sale or performance of your Asset where practicable.  Notwithstanding the foregoing, SponsorPlace is not responsible for the sale or performance of your Asset.  

5.  PRICING AND PAYMENT 

(a) Asset Pricing.  When you list an Asset in SponsorPlace, you will designate the price structure (if any) that may be charged for purchase of your Asset. SponsorPlace may direct you to designate prices for different geographies, types, or other aspects of your Asset.  

(b)   Client Net Profit.  Amounts payable to you will be based on the Client Net Receipts minus the applicable Marketplace Fee. The applicable Marketplace Fee is listed at [LANDING PAGE]. SponsorPlace will provide no less than 90 days' notice prior to an increase to Marketplace Fee. We will include a transaction report along with payments made to you hereunder that reflects the calculation of Client Net Profit and the number of purchased Assets during the relevant reporting period, as applicable. 

(c)   Payment to Clients; Proof of Fulfillment.  We will distribute to you applicable Client Net Profits at the time of each payment made by a Sponsor for your Asset as defined in the [SPONSOR-CLIENT AGREEMENT/LANDING PAGE].  Distributions of Client Net Profits may take place simultaneously with any other applicable distributions to other parties involved in the sale of your Asset, including to SponsorPlace. Client has ninety (90) days following payment and downloading artwork to upload and submit proof of fulfillment. If Client does not submit proof of fulfillment, Client’s account will be suspended or removed from SponsorPlace.  

(d)   Payment Processing.   Payment processing services used to purchase the Assets are facilitated by Stripe, Inc. (“Stripe”), and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Use (collectively, the “Stripe Services Agreement”). By agreeing to the Terms, or continuing to post your Asset, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide us accurate and complete information about you, and you authorize us to share such information and transaction information related to your use of the payment processing services provided by Stripe. SponsorPlace is not responsible for delay or misapplication of payment because of incorrect or incomplete information supplied by you or a bank or for failure of a bank to credit your account. The amount you receive will depend on the rates and fees imposed by your financial institution and on any applicable tax withholding requirements, and will be inclusive of any sales, use, goods and services, value-added, or similar taxes that may be chargeable by you to SponsorPlace. 

(e)   Payment Disputes Involving SponsorPlace. To enable us to process transactions, you authorize and direct us, our affiliates, and Stripe to receive and settle any payment processing proceeds owed or owing through SponsorPlace. You may not grant or assign any interest in payment processing proceeds to any third-party. You appoint us and Stripe as your agents for the limited purpose of directing, receiving, holding and settling such proceeds. You agree that Stripe’s receipt of such proceeds satisfies the relevant obligations to make payments. 

Disputes may only be initiated through Stripe and pursuant to the Stripe Services Agreement. We are not responsible for or liable to you for authorized and completed charges that are later the subject of a dispute, refund, or reversal, are submitted without authorization or in error, or violate any laws. We have the right to charge any of your financial accounts on file with us the full amount of any such amounts, charges, and costs incurred in connection with any dispute, refund, reversal, return, or fine, and you hereby consent to such charge. If, for whatever reason, you do not have a financial account on file with us, we reserve the right to collect any amounts due in connection with the foregoing through any other channels we deem appropriate or necessary. 

(f)   Payments Post Removal or Suspension.  You will be paid the amounts owed (if any) that accrued before removal or suspension of your Asset unless your Asset is removed or suspended in accordance with Section 2(f) of this Agreement. SponsorPlace's termination and suspension rights are without prejudice to any other rights and remedies available to SponsorPlace. 

(g)   Taxes on Payments.  You are responsible for your own taxes, including taxes unique to where you reside, that are related to payments you may receive under this Agreement. You are also responsible for paying any sales, use, goods and services, value-added or similar taxes (if any) in connection with any Marketplace Fee collected by SponsorPlace. You must provide accurate information regarding your tax profile as requested by SponsorPlace. If SponsorPlace is required to withhold any taxes on any amounts to be paid by SponsorPlace to you, SponsorPlace will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and, as required and solely to the extent within SponsorPlace's ability, as determined in its sole discretion, to obtain an official receipt for any such taxes withheld and deliver such receipt to you. SponsorPlace will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party will reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax treaties.  

(h)   Taxes on Transactions.  SponsorPlace is not responsible for collecting and remitting telecommunications taxes or any similar taxes in connection with any Sponsor’s purchase of your Asset. You acknowledge and agree to cooperate with Sponsors to facilitate the furnishing, exchange, transmittal or other provision of tax documentation, and such cooperation includes, but is not limited to, authorizing SponsorPlace to grant other Sponsors and Sponsors the ability to contact you to obtain any required tax invoices. 

6.  WARRANTIES 

You represent, warrant, and undertake to SponsorPlace that: 

(a)   you have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement; 

(b)   the individual entering into this Agreement on your behalf represents that he or she has all necessary legal authority to bind you to this Agreement; 

(c)   you will not directly or indirectly engage with any Sponsor which you were first connected with via SponsorPlace to pursue a Sponsorship not on the SponsorPlace platform.  

(d)   any Asset, together with all advertising or other materials accessible from or that provide information on such Asset, complies with and will continue to comply with all requirements of this Agreement; 

(e)   listing, distribution, and monetization of your Asset in SponsorPlace does not and will not violate any agreements to which you are a party or of which you are otherwise aware. You have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to make your Asset available in SponsorPlace; 

(f)   SponsorPlace's exercise of the rights you grant under this Agreement will not obligate SponsorPlace or Campus Multimedia to pay any third party any amounts; and 

(g)   the information you provide to SponsorPlace under or in connection with this Agreement is true, accurate, current, and complete. 

7.  CONFIDENTIALITY, PRIVACY, SECURITY AND DATA PROTECTION 

(a)   Confidentiality.  During the term of this Agreement and for 5 years after, the parties will hold in strictest confidence, and will not use or disclose any Confidential Information of the other party to any third party (except to a contractor performing services on behalf of the recipient, and only subject to confidentiality terms as protective as this section). This section does not prohibit either party from responding to lawful requests from law enforcement authorities. 

(b)   Privacy. 

(i)   Disclosure of Information. SponsorPlace may disclose your contact information as necessary for SponsorPlace to administer this Agreement.  
 
(ii)   Privacy Policy.  You must maintain a privacy policy if: (A) any use or application of your Asset requires access, collection, or transmission of any Personal Data to you or a third party; or (B) is otherwise required by law. You are responsible for informing Sponsors of your privacy policy in such case (including by submitting that policy to us for display to Sponsors if applicable). 
 
(iii)   Contacting Sponsors.  SponsorPlace may share Sponsor contact information with you, which may include Personal Data. The Sponsor contact information and Personal Data we provide to you must be used solely for transactional purposes or to respond to a Sponsor inquiry about your Asset available in SponsorPlace and in accordance with Data Protection Law. You are responsible for obtaining Sponsor's consent for any other use, including for marketing purposes, of Sponsor contact information or Sponsor Personal Data obtained from SponsorPlace, and SponsorPlace will not be responsible or liable for such other use. You may not use the Sponsor contact details we provide to direct Sponsors to purchase your Asset on competing platforms or outside of SponsorPlace. Any breach of this clause shall constitute a material breach, and SponsorPlace will enforce all rights available to it both at law and in equity, including special damages, injunctive relief, and specific performance.   
 
(c)   Compliance with Data Protection Law.  Each party will comply with the obligations imposed on it under all applicable Data Protection Law. 

(d)   Client Security Standards.   Client shall implement and maintain commercially reasonable security procedures and practices that otherwise meet or exceed industry standards designed to protect Sponsor information and Personal Data from unauthorized access, destruction, use, modification, or disclosure, including but not limited to the unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of SponsorPlace. 

(e)  SponsorPlace Security Standards.

(i) Industry Standards.  SponsorPlace shall meet all applicable industry standards concerning data privacy, data protection, confidentiality, and data security. SponsorPlace agrees to maintain security protocols that meet industry best practices in the transfer or transmission of any Client Data, including ensuring that data may only be viewed or accessed by parties legally allowed to do so. SponsorPlace shall maintain all data obtained or generated pursuant to this Agreement in a secure computer environment and not copy, reproduce, or transmit Client Data obtained pursuant to this Agreement, except as necessary to fulfill the purpose of this Agreement. The foregoing does not limit the ability of SponsorPlace to allow any necessary service providers to view or access Client Data as set forth in this Agreement.

(ii) Review of Third Party Audits and Reports. Upon request by Client, SponsorPlace shall provide a copy of its most recent SOC2 Type 1 audit report, or other similar audit process, of any data center security controls in which CCSD Data is stored.

(iii) Encryption.  All Client Data transmitted by SponsorPlace and/or its contractors, subcontractors, processors, and subprocessors will be protected with a TLS 1.2 or higher transmission encryption that complies, as appropriate, with NIST Special Publications 800-77, Guide to IPsec VPNs; or 800-113, Guide to SSL VPNs, or others that are Federal Information Processing Standards (FIPS) 140-2 validated.

(iv)  Security Technology.  When the service is accessed using a supported web browser, Secure Socket Layer (“SSL”), or equivalent technology shall be employed to protect Client Data from unauthorized access. The service security measures shall include server authentication and data encryption. SponsorPlace shall host Client Data in an environment using a firewall that is periodically updated according to industry standards.

(v)  Audit Trail. All systems that process or store Client Data must maintain an electronic audit trail that documents system security events. SponsorPlace must ensure that users receive regular security awareness training.

(vi) Disaster Recovery Process. SponsorPlace must maintain a documented and sharable disaster recovery process. SponsorPlace must have the ability to restore, recover, or reset the Client Data in the system as requested by Client.

(vii)  Contractor Compliance.  SponsorPlace shall periodically conduct or review compliance monitoring and assessments of SponsorPlace’s contractors, subcontractors, processors, and/or subprocessors to determine their compliance with the privacy, use, and security requirements of this Agreement. SponsorPlace shall implement, test, and continually monitor the administrative, physical, and technical controls necessary to protect Client Data. Client may require SponsorPlace to complete periodic security assessments to ensure compliance with Client data security requirements.

(f) Security Incidents.   In the event of a security breach, each party shall take prompt corrective action to cure any such deficiencies and any action pertaining to such incident required by applicable federal and state law. Additionally, the parties shall report any known security incident and vulnerability of your systems to SponsorPlace without undue delay, but in no case more than ten (10 days, after becoming aware of such incident. Such notice shall include, at a minimum, the following information: 1) A list of the types of data, including Client Data, that were or are reasonably believed to have been the subject of a breach; 2) the date or estimated date of the breach, if known; 3) whether law enforcement has been engaged; 4) a description of the breach incident; and 5) provide validation on the current state or containment of the data breach.

(g)  Legal Compliance.  If SponsorPlace processes data that is subject to the protection of student educational records under this Agreement, SponorPlace represents and warrants that it will comply, as applicable, and assist Client in compliance, in all material respects, with federal and state laws and regulations regarding privacy of information and confidentiality of student educational records, including, without limitation, the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C § 1232g, the Protection of Pupil Rights Amendment (“PPRA”), 20 U.S.C. § 1232h, the Children's Online Privacy Protection Act (“COPPA”), 15 U.S.C. § 6501, and any state regulations made aware to SponsorPlace by Client in writing.

8.  REPORTING 

SponsorPlace and Sponsors will provide you the reporting capabilities that are required to be provided under applicable tax laws and regulations. The reporting capabilities available to you through SponsorPlace will provide aggregate information relating to your Asset transactions, and SponsorPlace’s payments to you under this Agreement. 

9.  DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS 

(a)   DISCLAIMER OF WARRANTY.  WE PROVIDE SPONSORPLACE "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING SPONSORPLACE.  SPONSORPLACE MAKES NO WARRANTIES RELATED TO ANY PROGRAMS OFFERED IN CONNECTION WITH OR ANY OTHER SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT.  SPONSORPLACE EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO SPONSORPLACE.  SPONSORPLACE EXPRESSLY DISCLAIMS ANY WARRANTIES THAT ACCESS TO, OR USE OF, SPONSORPLACE WILL BE UNINTERRUPTED OR ERROR FREE. 

(b)   LIMITATION OF LIABILITY.  IN NO EVENT WILL SPONSORPLACE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, OR FROM INTERRUPTION OF BUSINESS) ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT.  THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER SPONSORPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. SPONSORPLACE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (i) SPONSOR’S INABILITY TO USE SPONSORPLACE, INCLUDING AS A RESULT OF ANY (x) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR SPONSOR’S USE OF OR ACCESS TO SPONSORPLACE, (y) THE DISCONTINUATION OF ANY PORTION OF OR ALL OF SPONSORPLACE, OR, (z) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF SPONSORPLACE FOR ANY REASON; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY SPONSOR IN CONNECTION WITH THIS AGREEMENT OR SPONSOR’S USE OF OR ACCESS TO SPONSORPLACE; OR (iv) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF SPONSOR DATA OR OTHER DATA. 

(c)   DAMAGES CAP.   IN NO EVENT WILL SPONSORPLACE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHER LEGAL THEORY EXCEED THE FEES PAID TO SPONSORPLACE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. 

(d)   Indemnity.  To the extent permitted by applicable law as described in Section 11(d), you will defend, indemnify and hold harmless SponsorPlace and its officers, employees, and agents (collectively, “Covered Parties”), from and against (including by paying any associated costs, losses, damages or expenses and attorneys’ fees) any and all third party claims: (i) alleging that your Asset infringes any proprietary or personal right of a third party; (ii) arising from your breach of this Agreement, (iii) relating to the functionality of, the use of, or the inability to use the Asset, including any claims of product liability or misleading advertising related to the Asset; or (iv) by any tax authority alleging any nonpayment, underpayment, or failure to collect and remit any applicable sales, use, goods and services, value-added or other similar tax, including any associated penalties and interest. The Covered Party will: (A) promptly notify you of the claim; provided, however, a Covered Party’s failure to notify you shall not relieve you of any liability that you may have, except to the extent that such failure materially prejudices your legal rights; and (B) at your reasonable request, provide you with reasonable assistance in defending the claim. You will: (1) reimburse the Covered Party for any reasonable out-of-pocket expenses incurred in providing that assistance; and (2) permit the Covered Party, through its chosen counsel, to participate in the defense of such claims. You will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on a Covered Party with respect to any claim, covered by this section without such Covered Party’s express, prior written consent. Covered Parties who are not party to this Agreement are beneficiaries of this Agreement solely for the purpose of enforcing the rights granted to such Covered Parties in this Section 9.

10. TERM AND TERMINATION 

(a)   Term; Termination.  The initial term of this Agreement shall begin upon the acceptance of these terms and conditions by clicking “Accept” when prompted (the “Effective Date”) and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until 12 months from such date (the “Term”) and shall automatically renew for consecutive 12-month periods unless terminated by either Party by providing written notice as described herein. Either Party may terminate this Agreement at any time by providing ninety (90) days written notice. 

(b)   Effect of Termination. Immediately upon termination of this Agreement, SponsorPlace shall remove all listings for your Assets, and Client shall no longer have access to the SponsorPlace Client dashboard, Asset data, or Asset reports.  Within ninety (90) days of termination of the Agreement, SponsorPlace will remove all Asset data, Asset Reports from SponsorPlace. If an Asset is removed from SponsorPlace, it will continue to be available to Sponsors who have purchased the Asset for future performance, and you will continue to receive Client Net Profits from such payments until such Asset has terminated.  

(c)   Survival.  The following clauses survive the expiration or cancellation of this Agreement: Article 3, Article 6, Article 7, Article 9, Section 11(a), and Section 11(b). Any other Contract term that expressly states or by its nature shall survive, shall survive. 

11.  MISCELLANEOUS 

(a)   Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed; or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:  

If to Campus Multimedia: If to Sponsor: 

Attn: Karl Mawhinney Attn: [Name/Position] 

495 Henry Street, Unit A #239 [Address] 

Brooklyn, NY 11231 [City, State, Zip] 

(b)   Assignment.  SponsorPlace may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. 

(c)   Sublicensing and Subcontractors.  SponsorPlace may sublicense its rights under this Agreement to third parties or otherwise authorize third parties to assist SponsorPlace in performing its obligations or exercising its rights under this Agreement. SponsorPlace will remain obligated under this Agreement for the performance of such third parties excepting any assumption of responsibility for the administration of any sales, use, goods and services, value-added or other similar tax. 

(d)  Choice of Law and Venue.  This Agreement is governed by the law of the state where the Client is located (disregarding conflict of laws principles) and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the capital city, and county thereof, of the state where Client is located. Neither party will claim lack of personal jurisdiction or forum non conveniens in these courts. The parties agree that alternative dispute resolution processes, including arbitration, are not permitted under this or any other agreement between the parties. In any action or suit related to this Agreement, the prevailing party is entitled to recover its costs, including reasonable attorneys’ fees.

(f)   Miscellaneous.  A party’s failure to enforce any rights under this Agreement will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under this Agreement. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive. This is the entire Agreement between you and SponsorPlace in connection with listing and publication of Assets on SponsorPlace. It supersedes any prior agreements between you and SponsorPlace regarding your use and publication of Assets in SponsorPlace. If a court holds that SponsorPlace cannot enforce a part of this Agreement as written, SponsorPlace may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement will not change. This Agreement’s section titles are for reference only and have no legal effect. Neither this Agreement, nor any terms and conditions contained herein, create a partnership, joint venture, employment relationship, or franchise relationship.