This Sponsorship Agreement (the “Agreement”) is effective as of the date mentioned below (“Effective Date”) by and between The Boutique Hub, Inc., a Wisconsin corporation, P.O. Box 293, Onalaska, WI 54650 (“Company”) and the company who is the Sponsor designated for the opportunity on the preceding page(s) (“you” or “Sponsor”). The Company is the creator, founder, and owner of #BoutiqueBoss Planner, which is an annual product for the boutique community (“Planner”).
Sponsor agrees as follows:
1. Sponsor Responsibilities. Sponsor acknowledges, agrees, and understands that Sponsor is responsible for: (1) 100% payment of all sums due to Company for the associated sponsorship package, (2) that Company cannot execute sponsorship benefits without this sum, (3) to abide by the package requirements as described in this Agreement, and (4) to not initiate a chargeback procedure, for any reason, on any credit card(s) on Sponsor’s account with Company,
2. No Refunds; Non-cancellable. Sponsor agrees that, if, for any reason, Sponsor chooses to remove or cancel out of the Planner, Sponsor remains obligated to pay for the sponsorship package selected by Sponsor. To further clarify, Company will not issue a refund to Sponsor for any reason. If a dispute arises between Sponsor and Company regarding payment, Sponsor agrees to first attempt to resolve such dispute between Sponsor and Company. Sponsor further acknowledges, agrees, and understands that this Agreement is non-cancellable.
3. No Guarantee. The Company has made every effort to accurately represent the Planner and its potential benefits. The Company does not make any guarantees or promises, whether explicit or implicit, regarding any benefits which may be derived from Sponsor’s participation in and sponsorship of the Planner.
4. Company Responsibilities. Subject to the terms of this Agreement, Company agrees to provide the item(s) noted above associated with the sponsorship package. Notwithstanding for the foregoing, however, the Company may, in its sole discretion, terminate this Agreement without any refund to Sponsor and limit, suspend, or remove Sponsor and all Content from the Planner, including during any marketing period leading up to the Planner, at any time should Sponsor not comply within the obligations required under this Agreement or the Planner guidelines, or become disruptive or impair the participation of Planner consumers or other sponsors.
5. Sponsor Representations and Warranties. Sponsor represents and warrants that: (1) all materials, including, but not limited to, logo, mark, display(s) submitted or utilized by Sponsor for the Planner (“Content”) does not infringe on any intellectual property or other proprietary rights of any third parties, including without limitation, any patent, trademark, service mark, trade dress, trade name, copyright, trade secret, right of privacy, license, publicity, moral right, or utilizes any manufacturing or administrative process that infringes on or violates any of the foregoing (collectively, “IP Rights”), (2) any information shared by Planner consumers is confidential and proprietary information which is owed solely and exclusively by the Planner consumer who disclosed such information (“Participant Information”), (3) Sponsor shall not disclose Participant Information to any other person or use it in any manner other than for discussion with other Planner participants, (4) all materials and information provided to Sponsor by the Company are the Company’s confidential and proprietary intellectual property (“Company Information”), (5) the Company Information is owned solely and exclusively by the Company and may only be used by Sponsor as specifically authorized by the Company, (6) the reproduction, distribution or sale of the Company Information by Sponsor is strictly prohibited, (7) Sponsor shall not modify or use for any purpose other than those expressly permitted in this Agreement, any trademark, service mark or trade name, or trade dress owned, controlled by, or licensed to the Company now or in the future, including, but not limited to, “The Boutique Hub”, “Hub”, “Boutique Boss”, “Boutique Boss Planner”, or “The Boutique Summit” (collectively, “Marks”), (8) all Marks belong to Company and Sponsor will make no claim of right to use or of ownership nor will attempt to register any Marks, and (9) Sponsor is able to fully perform the responsibilities required of Sponsor under this Agreement. Company or any Planner participant may pursue legal action for any violation of this Agreement, including, but not limited to, seeking injunctive relief against Sponsor without the need to post any bond.
6. Indemnification. Sponsor shall indemnify and hold harmless Company, its affiliates, subsidiaries, owners, officers, directors, employees, agents, licensees, successors and assigns (collectively, “Indemnified Parties”), from any and all liabilities, obligations, damages, fines, penalties, judgments, claims, costs, losses, and expenses (including reasonable attorneys’ fees and costs) incurred by or asserted against any of the Indemnified Parties by reason of, arising out of, or occurring in connection with: (i) any claim that the Content violates a third party’s trademark, copyright, or other intellectual property rights, (ii) any failure on the part of Sponsor to perform or comply with any of the terms of this Agreement, (iii) Sponsor’s participation in the Event, and (iv) Sponsor’s negligence or willful act or omission.
7. Limitation of Liability. Company shall not be responsible for any loss of or damage to property of Sponsor, Sponsor’s business, employees, agents, contractors, or assigns nor for any personal injury to the officers, directors, employees, agents, contractors and/or invitees of Sponsor and Sponsor’s business except to the extent any such claims may be directly and solely attributable to the gross negligence or willful misconduct of Company, its directors, officers, or employees. In no event shall Company be liable to Sponsor for any incidental, consequential, indirect, or punitive damages (including, but not limited to, lost profits) regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damages.
8. Assignment. Sponsor may not assign Sponsor’s rights in and to this Agreement to any other party without the prior, written approval of Company.
9. Amendment to Agreement. From time to time, the Company may modify this Agreement and such modifications shall be effective upon posting by the Company on the Company website, or via email stating “amendment to Terms & Conditions” or any such similar language denoting the terms to be modified. Sponsor agrees to be bound to any changes to this Agreement when working with the Company after such modification. It is therefore important that the Speaker review this Agreement, and all emails associated from [email protected] or [email protected] on a regular basis to ensure you are updated as to any such changes. Sponsor’s failure to object to said changes within five days of receipt of notice of those changes will amount to an understanding of acceptance, and the decision to be bound by those changes.
10. Headings; Relationship. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Nothing in this Agreement shall be construed as creating a sponsorship or joint venture between the parties hereto, it being the express intent that the business and goodwill of Sponsor and the business and goodwill of Company remain their respective sole property.
11. Waiver. The waiver or failure of Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
12. Force Majeure Event. Company shall not be liable for failure to perform any of its obligations under this Agreement during any period in which it cannot perform due to matters beyond its control, including but not limited to a pandemic, strike, fire, flood, or other natural disasters, war, embargo, or riot. The terms of this section shall suspend a party’s performance of their obligations under this Agreement until as soon as practicable after a force majeure event ceases to exist except in the case that the Planner is cancelled by Company due to a force majeure event in which circumstance, Company shall be relieved of its obligations under this Agreement.
13. Notices; Effectiveness of Signatures. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, registered, or certified mail, return receipt requested at the addresses set forth above for Sponsor and Company. A .pdf, facsimile, or other electronic signature of a party to this Agreement shall be deemed an original signature.
14. Governing Law, Jurisdiction, and Attorney Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising under or related in any way to this Agreement shall be adjudicated exclusively in the circuit courts located in La Crosse County, Wisconsin. In the event of litigation to enforce any provision of this Agreement, should Company prevail over Sponsor, Sponsor will be obligated to remit any and all attorneys’ and operating fees and costs to Company.
15. Severability. In case any one or more of the provisions contained in this Lease shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof.
16. Entire Agreement. This Agreement and event description constitutes the entire agreement and understanding between the parties and supersede any prior agreement or understanding whether oral or written relating to the subject matter hereof.
17. Acknowledgement. Sponsor has read, understands, and agrees to be bound by the terms and conditions stated in this Agreement.