THE SPONSOR DESK, LLC
Service Offerings: thesponsordesk.com is an innovative Site created for the purpose of facilitating transactions for event sponsorships, the purchase of product placements opportunities and the purchase of traditional media advertising. Any use outside of these purposes is prohibited.
Advertising Transactions: The Sponsor Desk acts as an electronic market between the owners of advertising opportunities (“Sellers”) and advertising purchasers (“Buyers”) and acts to simplify and facilitate the marketing of advertising opportunities. It is not directly involved in the sale of advertising opportunities which are only between the Buyer and Seller. As a result, each transaction will be documented using standard terms supplied on the Site and signed by authorized representatives of each party (the “Sales Agreement”). A single Buyer may enter into multiple purchases from Sellers in a single documented transaction. Once the Buyer and a Seller or Sellers sign off on the terms of the sale, all transactions are FINAL.
Unitization: Each advertising opportunity offered by Seller will be divided into sales “units” based on the Sponsor Desk’s application of its proprietary criteria such as advertising medium, Internet site, date or dates of any concert or event, locations of any concert or event and placement of the advertising (the “Unit”). Buyers may bid on one or more Units in each purchase transaction. Seller represents and warrants that it is the owner, or has acquired the necessary rights for, each advertising opportunity posted on the Site and that the information supplied to Buyers is accurate, complete and complies with all applicable laws.
Pricing: All prices are set by a bidding process in which both the Seller and the Buyer may submit bids. The final price for an advertising opportunity is the price accepted by Seller. Prices are accepted exclusively by the Seller and cannot be confirmed as reasonable or fair by the Site. All prices are in Unites States Dollars (“USD”) unless otherwise specifically stated. The final prices will include the fees payable by both the Buyer and Seller to Sponsor Desk for facilitating any transaction between Buyer and Seller.
Confidentiality and Non-Disclosure: The advertising opportunities offered by Sellers on the Site are confidential business information which is disclosed exclusively to registered Buyers. Buyer may not scrape, collect, use, advertise or otherwise publicly disclose any of Seller’s confidential information for any purpose other than to conduct transactions on the Site. Any breach of this confidentiality, including disclosure of any portion of this information, shall be considered a material breach and Sponsor Desk may immediately terminate Buyer’s access to the Site. Sponsor Desk or Seller may also recover damages arising from or relating to Buyer’s breach of confidentiality.
Taxes: Seller is solely responsible for the payment of all state, local, sales, excise, service or other taxes relating to or arising from any sale to Buyer. All withholding of tax payments in the jurisdictions in which the sale occurs shall be the responsibility of Seller who must consult their own tax advisor. All applicable taxes will be included in the price to Buyer. Seller shall provide the Site with any information necessary for the Site to report information regarding payments the Site has made to Seller to relevant authorities, including but not limited to Seller’s name, address, employer identification number or tax id. Seller authorizes Site to release the necessary information to the appropriate tax authorities.
Payment: After Buyer agrees to a transaction and the terms of the Sales Agreement, the Buyer shall make payment in full in advance to the Site. All funds received by the Site shall be held in an escrow account in the name of Sponsor Desk until the sponsorship is fulfilled. When the sponsorship, promotional event or publication of an advertisement is completed by Seller, the Seller will have 15 days to send notice through the platform stating that the Sales Agreement has been fulfilled and the confirmation must include a photograph, video or recording of the event or sponsorship. If the Seller fails to submit a notice within 15 days of the sponsorship unit’s execution date, the Seller will forfeit its right to collect its portion of the funds paid by Buyer.
The Buyer will have 30 days after the sponsorship unit’s execution date to dispute the sponsorship. This must be done by labeling the disputed sponsorship in a written submission through the platform stating in reasonable detail the reason for the dispute. If no dispute notice is received by Sponsor Desk within 30 days of the sponsorship’s execution date, then the funds will be automatically be disbursed from the escrow account and sent to the Seller, minus the Site’s operational fees. If a dispute is received from the Buyer, the Seller will get notice of the dispute and have an opportunity to respond in writing within 7 days. Thereafter, the dispute will be evaluated by the management of the Site and the Site shall issue a final determination if the Sales Agreement was fulfilled or not. If a determination is made that the Sales Agreement was not fulfilled as agreed then the funds paid by the Buyer will be returned.
Completion of Payment: Payments for any transaction relating to a Sales Agreement may be completed by PayPal directed to the appropriate Sponsor Desk account. Buyer is responsible for all service fees charged by PayPal. Any use of third-party payment services by you will be subject to the terms and conditions of such third-party payment services, and at your own risk.
International transactions may be subject to processing delays. Neither the Site nor the Seller shall be responsible for any delays, holds or extra fees associated with an international transaction. Sponsor Desk is not responsible for lost payments, identity theft, fraud, tax receipts or refunds.
Fraud Protection: In order to protect the Buyer and Seller from fraud, the Site may require additional proof of identity or authorization to complete transactions, including signed credit card authorization forms and/or copies of public documents such as a state driver’s license or federal passport.
Buyer’s Responsibilities: It is Buyer’s responsibility to provide and deliver any artwork, logos, signs, banners, brochures, samples or any other promotion materials to Seller at Seller’s location as specified in the description of each Unit purchased.
Exclusivity: Buyer acknowledges that Sponsor Desk has incurred substantial time, effort and expense in facilitating any promotional opportunity which results in a transaction. Buyer hereby agrees that for six (6) months after the execution of the Sales Agreement on the Site, Sponsor Desk will be the exclusive Site for any further promotional transactions between Buyer and Seller. Neither party shall solicit, encourage, communicate or otherwise circumvent the site in such a manner as to avoid the exclusive arrangement agreed to herein.
If either party acts in breach of this exclusivity section and conducts a transaction directly to avoid the Site, then Buyer will be liable to pay Sponsor Desk for liquidated damages in the amount of $25,000.00 as a reasonable pre-estimate of the damages incurred by Sponsor Desk due to Buyers breach of exclusivity.
Limited License to Use Site Content. Sponsor Desk gives you a limited, personal, nontransferable, revocable license to use the Site Materials (as defined below) solely for your registered business or organization and not for any other entity or person. The foregoing license is not a sale and Sponsor Desk and our affiliates, partners and suppliers retain all rights therein. In consideration of this authorization, you agree than any copies of information obtained from this Site shall display all copyright, trademark and all other proprietary notices of Sponsor Desk or its affiliates. You agree that that all artwork, including all graphics, logos and product designs, shall not be used separately from the accompanying text as depicted in the Site. Any other use of the Site Materials, including but not limited to any commercial use or reproduction, distribution, modification, adaptation or republication, without the written permission of Sponsor Desk is expressly prohibited and void. Sponsor Desk reserves all rights not expressly granted under these Terms.
Site Updates. From time to time, we may issue upgraded versions of the Site. You agree that these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Site is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. We may add or remove features, and while we will do our best to give you advance notice about any major changes, you understand that we may stop, suspend, or change the Site at any time without prior notice. We may also remove content from the Site at our discretion. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void.
Use of Copyrighted Materials/Trademarks. Any materials on the Site, including without limitation any documentation, content, text, data, graphics, images, interfaces or other material or works of authorship (the “Materials”) are copyrighted Material owned by or licensed to Sponsor Desk. The Materials contain trademarks, service marks and trade names which are owned by Sponsor Desk and its affiliates and may also contain company and product names which are trademarks, service marks or trade names of third parties which are owned by their respective owners.
Sponsor Desk reserves the right to revoke the license granted herein and any authorizations at any time, and any such use by you shall be discontinued immediately upon notice from Sponsor Desk. Nothing contained in the Site shall be construed as conferring any license or right under any copyright, trade secret, patent, trademark or other intellectual property rights (“IP Rights”) of Sponsor Desk, its affiliates, or any third party, and, except as expressly provided herein, all such IP Rights are expressly reserved to Sponsor Desk its affiliates, and/or any third party, as applicable.
Data Mining, Commercial Use and Other Prohibited Uses. You acknowledge that you are expressly prohibited from utilizing this Site in connection with data mining of any kind, commercial use, the sending of unsolicited electronic mail or other forms of messages, whether commercial or not, to a large number of recipients. This prohibition extends to the sending of unsolicited mass mailings from another service which in any way implicates the use of this Site or Sponsor Desk. You may not use, frame, or utilize framing techniques to enclose any Sponsor Desk trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without the express written consent of Sponsor Desk.
Authority and Accuracy. In consideration of your visiting and using the Site, you represent that you are able to form a binding contract. You also agree that any information you provide about yourself is accurate and complete information at the time provided. You agree to update any information provided to Sponsor Desk to keep it accurate and complete. Failure to accurately and completely provide, and timely update, information about you is reasonable grounds for Sponsor Desk to suspend or terminate your account and refuse you service in the future.
Password Restricted Areas of the Site. Certain areas of the Site may be password restricted to registered users (“Password-Protected Areas”). If you have registered as an authorized user to gain access to these Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify Sponsor Desk if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for all activities that occur under your account, including any fees that may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify Sponsor Desk of any unauthorized use of your account or any other breach of security in relation to your password or the Site that is known to you.
Submissions. You acknowledge that you are responsible for the information, photographs, graphics, messages, content and other material that you upload, post, e-mail or otherwise submit to the Site, and that you have full responsibility for each of your submissions, including its legality, reliability, appropriateness, originality and copyright. To the extent applicable for any promotional offer, Seller shall comply in all respects with all applicable local, state, federal and international laws and regulations, including the Federal Trade Commission’s Guides Concerning Endorsements, as set out in 16 CFR Part 255, and Section 5 of the Federal Trade Commission Act.
License to Sponsor Desk. Sponsor Desk does not claim ownership of content (including photos and graphics) you submit or make available for inclusion on the Site; however, you hereby grant Sponsor Desk a world-wide, royalty free and non-exclusive license to use, distribute, reproduce, modify, adapt and publicly display such content, including any business name or logo, in connection with Sponsor Desk’s business. You acknowledge and agree that information that you submit or make available for inclusion in publicly accessible areas of the Site, may be viewed by the public.
Third-Party Content Risks. Sponsor Desk does not control the content posted by third parties via the Site and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using the Site, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will Sponsor Desk be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted or otherwise made available via the Site.
Notification of Claims of Infringement. Sponsor Desk respects the intellectual property of others, and we ask our users to do the same. Sponsor Desk may, in appropriate circumstances and at our discretion, terminate service to users who infringe the intellectual property rights of others. If you believe that any content on this Site infringes your copyrights, please contact Sponsor Desk’s designated agent for receiving such notification in writing as follows:
[Chief Legal Officer]
Please provide Sponsor Desk with the following (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (iii) identification of the URL or other specific location on the Site where the material that you claim is infringing is located; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Code of Conduct. Online behavior requires common sense and basic etiquette. Accordingly, you agree to the following is prohibited behavior as condition of accessing the Site:
- No copying, distribution, or disclosure of any part of Sponsor Desk in any medium.
- No probing, scanning, or testing the vulnerability of any Sponsor Desk system or network.
- Not attempting to breach or otherwise circumvent any security or authentication measures.
- Not interfering with or disrupting any user, host, or network, for example: do not send a virus, overload, spam, or mail-bomb to any part of the Sponsor Desk Site.
- No sending of altered, deceptive or false source-identifying information, including “spoofing” or “phishing”.
- No publishing of anything that is fraudulent, misleading, or infringes another’s rights.
- No impersonating or misrepresenting your affiliation with any person or entity.
- violate the law in any way, or to violate the privacy of others, or to defame others.
- No strong, vulgar, obscene, or otherwise harmful language.
- No racially, ethnically, or otherwise objectionable language.
- No libelous, defamatory, or otherwise tortuous language.
- No intentional or negligent violation of any applicable local, state, national, international law, regulation or ordinance or violating the privacy of others
- No impersonating any person, including, but not limited to, other users or employees of Sponsor Desk.
- No posting, distributing, transmitting, or promoting illegal content.
- No invasion of another’s privacy.
- No actions that are harmful to minors.
- No manipulation or forging of identifiers in order to disguise the origin of any information posted on the Site or otherwise provided to Sponsor Desk or its employees.
- No posting, providing, transmitting, or otherwise making available any information (such as inside, proprietary or confidential information) that you do not have a right to make available due to contract, fiduciary duty, or operation of law.
- No posting, providing, transmitting, or otherwise making available any unsolicited information, promotions, junk mail or spam.
- No posting, uploading, e-mailing, or otherwise transmitting any material that contains any malicious computer code (including spyware, worms, Trojan horses, viruses, etc.).
- No actions which attempt to interfere in any way with the Site’s or Sponsor Desk’s network security or use of the Site to gain unauthorized access to any other computer system.
- No collecting, storing, or posting of personal data about or of other Sponsor Desk members.
- No soliciting Site users for any purposes other than those for which the Site was created.
Restrictions on Use. Content from the Site, including but not limited to any user profile information such as users’ names, e-mail addresses, user contact information, or posted advertising opportunity, may not be taken from the Site and used for any purpose. You agree that you will not use any names, e-mail addresses and other contact information from user profile information or the pages and postings on this Site for the purpose of solicitation. You agree that you will not send any unsolicited e-mails to our users and will not use the Site to send unsolicited e-mails to any third parties.
User Data. You are responsible and liable for your data and what you otherwise copy, share, upload, download, attach, send, receive, record or otherwise use while using the Site. You are responsible and liable for anything you copy, share, upload, download, attach, send, receive, record or otherwise do while using Sponsor Desk, and you represent that you have all necessary rights to use and/or post your data including any copyrighted information or any trademark on the Site.
Changes to the Site. Sponsor Desk reserves the right from time to time to make changes to the Site. These changes may include discontinuing, temporarily or permanently, any service offered by, or through Sponsor Desk (or any part thereof) with or without notice. You agree that Sponsor Desk shall not be liable to you for any changes to the Site.
Disclaimer of Warranties. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SERVICES PROVIDED ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPONSOR DESK ASSUMES NO RESPONSIBILTIY FOR YOUR ABILITY (INCLUDING ANY RELATED COSTS) TO OBTAIN ACCESS TO THE SITE. SPONSOR DESK DOES NOT ASSUME ANY LIABLITY FOR ITS FAILURE TO STORE OR MAINTAIN ANY COMMUNICATIONS, INFORMATION OR PERSONAL SETTINGS. SPONSOR DESK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SPONSOR DESK MAKES NO WARRANTY THAT: (i) THE SERVICES PROVIDED ON THE SITE WILL MEET ANY OF YOUR REQUIREMENTS, (ii) THE SERVICES PROVIDED ON THE SITE WILL BE TIMELY, SECURE, UNINTERRUPTED, OR FREE FROM ERROR OR OMISSION, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY SERVICE ON THE SITE WILL BE USEFUL, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY ADVERTISING PLACEMENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE OPERATION OF THE SITE INCLUDING THE OPERATION OF ANY SOFTWARE WILL BE CORRECTED.
BECAUSE SPONSOR DESK IS NOT DIRECTLY INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN BUYERS, SELLERS OR OTHER PARTICIPANTS, EACH PARTY RELEASES SPONSOR DESK (AND ITS EMPLOYEES AND AGENTS) FROM ANY CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED ARISING OUT OF IN ANY WAY CONNECTED WITH SUCH DISPUTES.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD (INTENTIONAL OR OTHERWISE) OF ANY SUCH MATERIAL.
Limitation of Liability. Sponsor Desk shall not be liable to you or any third party claiming through you for any damages in connection with your inability to use the service and the Site or any content appearing on the Site. In no event will Sponsor Desk be liable to you or any third party claiming through you for any indirect, consequential, exemplary, punitive, special or incidental damages, including without limitation, damages arising from claims related to personal injury or death, loss of data, lost revenue, lost profits, loss of use or other economic advantage, change in applicable government regulations, regardless of the form of the action and regardless of whether Sponsor Desk has been advised of the possibility of such damages. In no event will the total, cumulative liability of Sponsor Desk for damages under this Agreement exceed five hundred dollars ($500.00).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, intellectual property rights, or other proprietary rights. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Sponsor Desk are each waiving the right to a trial by jury or to participate in a class action.
Dated: April 18th, 2020