SPONSORSHIP AND FESTIVAL TERMS & CONDITIONS Last modified March 3, 2022 Pedal to the Medal LLC (the "Organizer") is the organizer of the event known as Bentonville Bike Fest (the “Event”)
SPONSORSHIP AND FESTIVAL TERMS & CONDITIONS
Last modified March 3, 2022
Pedal to the Medal LLC (the "Organizer") is the organizer of the event known as Bentonville Bike Fest (the “Event”).
These Terms and Conditions (“Terms”) supplement the terms and conditions applicable to the promotional opportunities contracted with the Organizer by Sponsor in the sponsorship agreement or similar document that references these terms and conditions (“Agreement”).
Rights. Organizer hereby grants to Sponsor the benefits and rights (“Sponsorship Rights) set forth in the Agreement. To the extent the Rights include the right for Sponsor’s logos, trademarks, service marks, and trade (each a “Sponsor Trademark”) to be featured in Event marketing or materials, Sponsor grants the Organizer a nonexclusive limited license to use, display, and reproduce its Sponsor Trademarks only in connection with the promotion and advertisement of the Event and any listing of the sponsors of the Event during the Term. The Organizer shall obtain the written consent of the Sponsor before each use, display, and reproduction of the Sponsor Trademarks; however, if the Sponsor fails to approve or reject any use, display, or reproduction within 10 days after receipt of written notice, the Sponsor shall be deemed to reject that use. If for any reason, any of the Rights cannot be delivered, Sponsor will be informed as soon as reasonably practicable, and mutually agreed alternative benefits in respect of the Event with an equivalent value will be substituted, or if such alternative benefits cannot be provided, Sponsor's sole and exclusive remedy shall be a refund of the fees paid by Organizer proportionate to the Rights not received by Sponsor. Organizer’s liability for any error or failure to provide the Rights shall in no event exceed a refund of the amounts actually paid by Company hereunder.
Organizer Trademarks. Organizer hereby grants the Sponsor a nonexclusive limited license to use, display, and reproduce the logos, trademarks, service marks, and trade names, associated with the Event (each an " Organizer Trademark") only in connection with the promotion and advertisement of the Sponsor's products and services during the Term. The Sponsor shall obtain the written consent of the Organizer before each use, display, and reproduction of the Organizer Trademarks. However, if the Organizer does not approve or reject any proposed use, display, or reproduction within 10 days after receipt of written notice, the Organizer will be deemed to reject that use. All Organizer Trademarks provided, leased, or licensed to the Sponsor in connection with the Event are the Organizer's sole property, and the Sponsor has no ownership or other intellectual property rights in those items. All use by Sponsor of the Organizer Trademarks shall inure to the benefit of Organizer.
Sponsor Obligations. Sponsor shall provide at its cost (i) all artwork relating to its name and Sponsor Trademarks and all other required creative materials ("Creative Materials") within the deadlines set by Organizer, and (ii) such other information as may be requested by Organizer, including samples of any advertising material or any products that are to be promoted in association with the Event, in each case for prior written approval by Organizer. Sponsor grants Organizer the non-exclusive, non-transferable, royalty-free right and license, during the Term, to use the Creative Materials in the form and manner approved by Sponsor solely to enable Organizer to perform its obligations hereunder. Sponsor shall not (i) distribute any promotional materials referencing the Event and/or using the Event Marks ("Promotional Materials") until it has received written confirmation from Organizer approving the materials; (ii) engage in any joint promotion with any third party in relation to the Event without the consent of Organizer, or (iii) use or permit the use of the Rights in a manner that will disparage the Event or be otherwise prejudicial or defamatory to the image or reputation of the Event, or Organizer. Sponsor shall promptly comply with all instructions and directions issued by or on behalf of Organizer in connection with the Event and its promotion (including without limitation any instructions or directions given in relation to use of the Event facility at which the Event is being held). Organizer shall not be responsible for any failure or delay in providing any of the Rights if such failure or delay occurs directly or indirectly as a result of Sponsor's failure or delay in complying with any of Organizer's instructions or directions.
COMPLIANCE WITH LAWS/STANDARDS. Sponsor shall comply with all federal, state, and local laws, rules, standards, regulations and ordinances ("Laws"), including but not limited to copyright laws and all Organizer and Event facility rules and regulations. Sponsor represents and warrants that the Sponsor Trademarks, Creative Materials, Promotional Materials and any other Intellectual Property it provides for use in connection with the Rights will not violate, infringe or misappropriate any rights of any third party. Sponsor shall be solely responsible for obtaining any necessary tax identification numbers and any licenses, permits or approvals required under any Law and for paying all taxes (including all sales taxes), license fees, use fees, or other fees, charges, levies or penalties that may become due to any governmental authority in connection with the Rights and Sponsor's participation in the Event. All amounts due from Sponsor to Organizer are exclusive of VAT or other similar taxes, which amounts shall be invoiced to and borne exclusively by Sponsor. Subject to applicable Laws, all amounts due from Sponsor to Organizer shall be paid in full in U.S. dollars (unless a different currency is specified in the Agreement) without reduction for withholding or other taxes, deductions or offsets of any kind. If applicable, (i) Sponsor shall pay the cost of conversion to U.S. dollars, and (ii) any required withholdings or taxes will be paid by Sponsor to the appropriate third party. Sponsor must comply with applicable union work rules if union labor will be made available. If Organizer becomes aware of Sponsor's failure to comply with any applicable Law, such failure to comply shall be cause for termination of the Rights and Sponsor's participation in the Event.
Force Majeure. Cancellation of Event due to an Act of God, fire, flood, storms, riots, strikes, weather, pandemic, hurricane, war, extreme adverse weather conditions, unavailability or interruption of utilities, conflict, civil strife, terrorism, labor difficulties, epidemics or any other similar force or cause, and any act or order of any public authority (federal, state, local), beyond Sponsor’s or Organizers’s control, shall be considered Force Majeure. Any such Force Majeure occurrence shall not release Sponsor or the Pedal to the Medal from their respective performance obligations herein, which shall only be postponed during the period of any Force Majeure, unless the parties mutually agree to terminate the Agreement and in such event nether party shall have any further obligation or liability to the other party, subject to any terms which expressly survive the termination or expiration of the Agreement, except, that in the event of a Force Majeure event, as set forth above, in the event the parties are not able to agree upon a mutually acceptable date for re-scheduling or substituting any event which has had to be postponed as a result of the Force Majeure Event, Sponsor understands and agrees that Organizer has expended resources for the Event and there will be no refunds for monies previously remitted by Sponsor to Organizer.
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