SPONSORSHIP Terms & Conditions
These sponsorship terms & conditions dated as of February 11, 2025 (the “Effective Date”), is by and between PURE MOMENTUM INC., a Nevada corporation, located at 23890 Copper Hill Dr. #331, Valencia, CA 91354 (“Organizer”), and any organization that enters into event sponsorship by completing the form located here (“Sponsor”). Organizer and Sponsor are referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, Organizer is the organizer of the Event (as defined below); and
WHEREAS, Organizer and Sponsor have reached an agreement on terms and conditions upon which Sponsor will sponsor the Event
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. Definitions. For purposes of this Agreement, the following terms have the following meanings:
“Action” has the meaning set forth in Section 11(a).
“Agreement” has the meaning set forth in the preamble.
“Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that a Party (as a Disclosing Party) considers confidential or proprietary, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing, in each case to the extent it is: (a) if disclosed in writing or other tangible form or medium, marked “confidential” or “proprietary” or (b) if disclosed orally or in other intangible form or medium, identified by the Disclosing Party or its Representative as confidential or proprietary when disclosed and summarized and marked “confidential” or “proprietary” in writing by the Disclosing Party or its Representative within seven (7) days after disclosure. With respect to each Party, the terms of this Agreement are Confidential Information of the other Party.
“Disclosing Party” has the meaning set forth in Section 12(a).
“Effective Date” has the meaning set forth in the preamble.
“Event” means the event described in Schedule A.
“Event Collateral “ means products or merchandise bearing an Organizer Mark, either alone or together with a Sponsor Mark, for distribution at or in connection with the Event.
“Event Materials” means materials presented, distributed, or otherwise provided by Organizer or any other person or entity at or in connection with the Event.
“Force Majeure” has the meaning set forth in Section 13(a).
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local or foreign government, or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Losses” has the meaning set forth in Section 11(a).
“Mark” means any trademark, trade name, service mark, design, logo, domain name, or other indicator of the source or origin of any product or service.
“Organizer” has the meaning set forth in the preamble.
“Organizer Indemnitee” has the meaning set forth in Section 11(b).
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
“Receiving Party” has the meaning set forth in Section 12(a).
“Representatives” means, with respect to a Party, such Party's officers, employees, consultants, and legal advisors.
“Sponsor” has the meaning set forth in the preamble.
“Sponsor Indemnitee” has the meaning set forth in Section 11(a).
“Sponsor Materials” means the Sponsor Marks and any other materials presented, distributed, or otherwise provided by Sponsor at or in connection with the Event.
“Sponsorship Benefits” means the benefits Organizer is required to provide to Sponsor as agreed upon
“Sponsorship Fee” is the agreed upon fee payable by Sponsor to Organizer.
“Term” has the meaning set forth in Section 8.
“Territory” means the United States.
2. Sponsorship. Organizer hereby engages Sponsor, and Sponsor hereby accepts such engagement, each subject to the terms and conditions set forth in this Agreement, to be a Sponsor of the Event.
3. Sponsorship Benefits. In consideration of Sponsor’s payment of the Sponsorship Fee and performance of the Sponsorship Obligations, Organizer shall provide Sponsor with the Sponsorship Benefits agreed upon.
4. Sponsorship Fee and other Sponsor Obligations. In consideration of and subject to Organizer's provision of the Sponsorship Benefits and other undertakings hereunder, Sponsor shall:
(a) pay Organizer the Sponsorship Fee agreed upon
(b) on a timely basis, perform its other Sponsor Obligations agreed upon
5. License Grants.
(a) Sponsor hereby grants Organizer, and Organizer hereby accepts, a non-exclusive, non-transferable, non-sublicensable right and license to use the Sponsor Marks in the Territory solely as necessary to provide the Sponsorship Benefits during the Term.
(b) Organizer hereby grants Sponsor, and Sponsor hereby accepts, a non-exclusive, non-transferable, non-sublicensable right and license to use the Organizer Marks in the Territory during the Term:
(i) in its advertising, marketing, and promotional materials in all formats and media, including on its website, mobile apps, and social marketing pages on third-Party websites and mobile apps, to identify and promote its association with and its status as a Sponsor of the Event; and
(ii) on Event Collateral that Sponsor is obligated or otherwise permitted to create and distribute at or in connection with the Event.
(c) Each Party shall use the other Party’s Marks solely in accordance with the other Party’s trademark usage guidelines and quality control standards as the same may be updated from time to time. If either Party is notified in writing by the other Party that any use does not so comply, such Party shall immediately remedy the use to the satisfaction of the other Party or terminate such use. Neither Party shall use, register, or attempt to register in any jurisdiction any Mark that is confusingly similar to or incorporates any of the other Party's Marks. All uses of a Party’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of such Party, and each Party shall retain all right, title, and interest in and to its Marks.
6. Event Obligations. Organizer shall, at its sole cost and expense:
(a) create, program, advertise, market, promote, produce, and manage the Event
(b) on a timely basis secure, and throughout the Event, fully comply with, all licenses, permits, and approvals required by applicable Law in connection with the Event; and
(c) otherwise comply, and cause its subcontractors and all other Event sponsors to comply, with all applicable Laws.
7. Insurance. Throughout the Term, Organizer shall maintain, at its sole cost and expense, commercial general liability insurance, including property damage, against liability for bodily injury, personal injury, death, and damage to property occurring at the Event with combined single limit coverage of at least $1,000,000 per occurrence and a general aggregate combined single limit of bodily injury and property damage liability of at least $2,000,000.
8. Term. The term of this Agreement commences as of the date Sponsor completes the form here, unless terminated earlier pursuant to any express provisions of the Agreement, will continue in effect until the completion of the Event and both Parties’ fulfillment of their respective obligations under Section 2 and Section 4 (the “Term”).
9. Termination.
(a) Organizer may terminate this Agreement without cause at any time upon at least seven (7) days’ prior written notice to Sponsor.
(b) Organizer may terminate this Agreement immediately upon written notice to Sponsor if, in Organizer’s sole discretion, the value of the sponsorship association for Organizer is materially diminished, or such association may cause Organizer harm to its reputation, as a result of:
(i) a material change in the Event, including a change in its timing, location, content, purpose, or target audience, including any change that is caused by or related to a Force Majeure; or
(ii) Sponsor or any of its officers, directors, agents or employees engaging in, or becomes the subject of a regulatory or law enforcement inquiry or action alleging conduct that is unlawful, unethical, or otherwise harmful to the reputation of the Organizer or the Event.
(c) Either Party may terminate this Agreement, immediately upon written notice to the other Party if:
(i) the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for thirty (30) days after the non-breaching Party provides the breaching Party with written notice thereof; or
(ii) the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(d) On expiration or earlier termination of this Agreement:
(i) all licenses granted hereunder will also terminate and each Party shall immediately cease using the other Party’s Marks and return to the other Party such other Party's Confidential Information; and
(ii) the Parties will be relieved of their respective further obligations under Section 3 and Section 4.
(e) The provisions set forth in the following Sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 9(d), this Section 9(e), Section 10, Section 11, Section 12, and Section 14.
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) Organizer further represents and warrants that the Organizer Marks and Sponsor’s use thereof in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third Party.
(c) Sponsor further represents and warrants that the Sponsor’s Marks and Organizer’s use thereof in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third Party.
11. Indemnification. Sponsor shall indemnify, defend, and hold harmless Organizer and its officers, directors, employees, agents, successors, and assigns (each, a “Organizer Indemnitee”) 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 (each, an “Action”) arising out of or related to: (i) the Sponsor Materials, solely as used, presented, displayed, and distributed without alteration and otherwise in strict compliance with this Agreement or (ii) Sponsor’s breach of any representation, warranty, covenant, or obligation of Sponsor under this Agreement.
12. Confidentiality.
(a) In connection with this Agreement, each Party (for purposes of this Section 12, the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (for purposes of this Section 12, the “Receiving Party”). As a condition to being provided with any disclosure of or access to the Disclosing Party's Confidential Information, the Receiving Party shall:
(i) not access or use the Disclosing Party’s Confidential Information other than as necessary to exercise its rights or perform its obligations under this Agreement;
(ii) not use the Disclosing Party’s Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to obtain any competitive benefit with respect to the Disclosing Party.
(iii) not disclose or permit access to Confidential Information other than to its Representatives who: (A) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (B) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 12; and (C) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 12; and
(iv) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;
The Disclosing Party is responsible for ensuring its Representatives’ compliance with and shall be liable for any breach by its Representatives of, this Section 12.
(b) Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (i) was already known to the Receiving Party without restriction on use or disclosure prior to its receipt of or access to such information in connection with this Agreement; (ii) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party or any of its Representatives; (iii) was or is received by the Receiving Party from a third Party who was not or is not, at the time of such receipt, under any obligation to the Disclosing Party or any other Person to maintain the confidentiality of such information; or (iv) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party’s Confidential Information.
13. Force Majeure.
(a) Neither Party will be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any: (i) acts of God; (ii) flood, fire, or explosion; (iii) war, terrorism, invasion, riot, or other civil unrest; (iv) embargoes or blockades in effect on or after the date of this Agreement; (v) national or regional emergency; (vi) strikes, labor stoppages or slowdowns, or other industrial disturbances; (vii) passage of law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota, or other restriction or prohibition; (viii) an epidemic or pandemic; (ix) internet outages or other disruption to the transmission of the internet feed of the Event; or (x) national or regional shortage of adequate power, telecommunications, or transportation facilities (each of the foregoing, a “Force Majeure”), in each case, provided that (A) such event is outside the reasonable control of the affected Party; (B) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (C) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure.
(b) Section 13(a) does not limit or impair Organizer’s right to terminate this Agreement pursuant to Section 9.1(b)(i), notwithstanding that such change may result from or be related to a Force Majeure.
14. General.
(a) Upon a Party’s reasonable request, the other Party shall, at such other Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.
(b) 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.
(c) The Parties agree to maintain the terms of this Agreement in confidence. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or use the other Party’s Marks except as expressly permitted under this Agreement or with the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.
Notices sent in accordance with this Section 14(d) will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, in each case, with confirmation of transmission, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
(e) 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; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or 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. The Parties intend this Agreement to 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. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
(f) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
(g) This Agreement constitutes the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(h) The Sponsor may not 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 Organizer’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving the Sponsor (regardless of whether Sponsor is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Organizer’s prior written consent is required. No delegation or other transfer will relieve the delegating or transferring Party of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 14(h) is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
(i) The Organizer may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement.
(j) This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
(k) No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(l) If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(m) This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of Los Angeles and County of Los Angeles, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
(n) Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
(o) In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.