Updated March 5, 2024
Sponsor Agreement Terms
MARKETING AND PROMOTIONS TERMS AND CONDITIONS FOR CLIENT ATHLETICS AND ACTIVITIES
Client and Sponsor (hereafter referred to collectively as the “Parties”), hereby agree to the following terms and conditions for marketing and promotions for Client athletics and activities as purchased via the SponsorPlace sponsorship platform (“SponsorPlace”).
Recitals
Client conducts organized sports and activities (“Activities”) at its schools and has developed marketing opportunities with respect to these Activities; and Client is authorized to sell certain media, marketing and advertising rights; Sponsor would like to purchase certain advertising and other rights and items from Client; and Sponsor expressly warrants that its business and its sponsorship are not of a political, tobacco, alcohol, gambling, drugs, or sexual nature.. Therefore, in consideration of the foregoing recitals, which said recitals are incorporated herein by this reference, and the mutual covenants and conditions hereinafter contained, the Parties agree as follows:
Sponsor to Receive Certain Rights in Exchange for Payment. In exchange for payment to Client in accordance with the payment terms set forth on the first page of this Contract or otherwise set forth herein, Sponsor shall receive the advertising and other rights (“Sponsorship Benefits”) from Client as selected and purchased via SponsorPlace.
Sponsor to Provide Artwork/Other Information. Sponsor shall provide Client with print-ready artwork and other information necessary for Client to produce the items pursuant to the creative requirements on SponsorPlace within a reasonable amount of time, typically 30 days, and prior to artwork or other information being included in Sponsorship Benefits. If such artwork and/or other information is not received by Client with said amount of time, Client will provide electronic notice to Sponsor and Sponsor will have 10 days from the date such notice is received to cure and provide print-ready artwork and other information necessary to Client. If said artwork and information is not timely provided to Client, then Client shall not be required to provide the Sponsorship Benefits to Sponsor, but Sponsor shall be required to pay Client in accordance with the terms of this Contract.
Review, Modification, and Rejection of Advertising. Sponsor understands and agrees that Client reserves the right to review, modify and reject any copy, artwork or content that Sponsor would propose to be included in the Sponsorship Benefits. Sponsor shall have the right to review and approve or reject advertising modified by Client prior to any modified advertising being used. If Sponsor requests a replacement or change to any advertisement, Sponsor shall pay for any additional costs incurred by Client for such replacement or change.
Performance of Sponsorship Benefits. Client shall be responsible for the logistics and associated costs of printing or otherwise producing the content related to the Sponsorship Benefits, and such costs shall be included in the price paid via SponsorPlace. Client has ninety (90) days after print-ready artwork submission to provide Sponsor with proof of performance of the Sponsorship Benefits. If Client fails to provide such proof, Sponsor may contact SponsorPlace directly for a resolution, and Client’s SponsorPlace Account shall be disabled until such issue is resolved.
Client’s Warranties. Client makes no warranty or representation of any kind regarding the Sponsorship Benefits. The Parties agree that in making this Contract that Client makes no warranty of merchantability or fitness for any particular purpose. This warranty is expressly made in lieu of any and all warranties.
Breach. If any Party breaches any term(s) of this Contract, the non- breaching party(ies) will provide the breaching party(ies) with written notice of the breach and after which the breaching party(ies) will have 15 days to cure such breach. If the breaching party does not cure a breach within the 15-day cure period, the non-breaching party(ies) may terminate this Contract immediately upon the 16th day. All rights and remedies shall be available to the Parties.
Benefit. This Contract shall be binding upon and inure to the benefit of, and be enforceable by, the Parties and their respective successors, assigns and legal representatives.
State Law, Venue, and Severability. This Contract shall be deemed to have been made in the state where the Client is located, and shall be construed according to the laws of such state. Venue for any action related to this Contract shall be in the capital city, and county thereof, of the state where Client is located. If any provisions of this Contract are deemed unenforceable by a court of competent jurisdiction, the remaining portions of this Contract shall nevertheless be valid and enforceable, and the portion deemed unenforceable shall, to the extent possible, be deemed modified to the extent necessary to make it valid and operative. The parties agree that alternative dispute resolution processes, including arbitration, are not permitted under this or any other agreement between the parties.
Assignment. Sponsor may not sell, assign and/or transfer this Contract or any portion thereof to any person or entity without the prior written consent of Client, which shall not be unreasonably withheld. Client may not sell, assign and/or transfer this Contract or any portion thereof to any person or entity without the prior written consent of Sponsor, which shall not be unreasonably withheld.
Delay or Cancellation of Client Activities. The Parties understand and agree that there is always the possibility that the activities will be delayed or canceled due to circumstances outside of the control of Client and/or Sponsor and that the Parties have negotiated the terms of this Contract with such possibility in mind. In such an event, Client shall make a good faith effort to provide Sponsor with Sponsorship Benefits substantially similar to the delayed or canceled activities, which shall be mutually agreed to by the Parties. Client shall not be liable, and Sponsor shall not be entitled to a return of monies, relieved of any payment under the terms of this Contract or entitled to damages of any kind, for any delay or cancellation of the activities due to any cause beyond Client’s control including but not limited to acts of war, acts of God, terrorist acts, accident, strike, flood, fire, embargo, pandemic, adverse weather, government rules, acts, orders, restrictions, regulations, or requirements.
Risk of Damage. The Parties agree and acknowledge that any damage to printed advertising materials during the Sponsorship Benefits shall be the sole responsibility of the Client and, unless otherwise agreed to in writing by the Parties, the Client shall bear any additional costs to promptly repair or replace any damaged advertisements required to fulfill the Sponsorship Benefits.
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if mailed, registered or certified, return receipt requested, or by courier guaranteeing overnight delivery to the addresses set forth in SponsorPlace.
Indemnification. Client shall have no liability for any injury or death to persons, nor any loss, destruction or damage to any property, nor any claim of copyright infringement or other intellectual property right from any cause whatsoever related to Sponsor’s artwork, information advertising, or the like used in conjunction with or part of the Sponsorship Benefits. In the event of claims related to Sponsor’s negligence or intentional misconduct under this Contract, Sponsor shall hold Client harmless and indemnified for any losses that Client shall sustain (including reasonable attorney’s fees and court costs) as a result of any claim made against Client by such person or entity and shall further defend Client against any such action. To the extent permitted by applicable law as described in Section 8, Client shall indemnify, hold harmless and defend Sponsor from any and all actions and/or claims of any type (including Sponsor’s reasonable attorneys’ fees and costs) related to Client’s negligent or intentional misconduct under the terms of this Contract.
Contract is Final Contract between the Parties for the Activities. This Contract constitutes a final agreement between the Parties related to the Activities and all prior understandings or agreements related to the Activities are hereby merged into this Contract. No course of prior dealings between the Parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any of the terms of this Contract unless otherwise set forth herein. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of this Contract even through the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity to make objection. Notwithstanding anything contained herein to the contrary, the Parties may have other agreements not related to the Activities, and this paragraph relates to the Parties’ agreement related to the Activities under this Contract only and does not preclude or merge other agreements into this Contract upon written consent of the Parties.
Termination for Violation of Law or Policy. Client may terminate this contract due to any violation of law, regulation, or policy, including but not limited to Client’s internal policies, or due to conduct that is contrary to or disruptive of Client’s education mission or objectives.