Last Updated: June 29, 2021
This Sponsor Agreement (“Sponsor Agreement”) and the rights and obligations contained in this Sponsor Agreement are in addition to and incorporated into the Recess general website Terms of Service (the “Terms”). Nothing in this Sponsor Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms. Any capitalized terms not defined herein have the same meaning set forth in the Terms; otherwise the definitions herein shall apply.
"Event Fee," means the applicable fee charged for the purchase of the sponsorship rights and benefits to an Event. The Event Fee will vary by Event. For the avoidance of doubt, the Event Fee charged to Sponsor will include a Recess service fee.
"Event Listing," means a page on the Platform that describes an Event that is accepting offers for sponsorship, listed by an Event Organizer via the Platform.
"Offer," means an offer to purchase sponsorship rights and benefits to an Event.
"Venues," means the locations or platforms where Events will take place.
"Event Organizer," means event creators using the Platform to create event postings for their event(s) (each, an "Event").
"Cart Checkout," means a Sponsor has added certain Event Listings to their cart on the Platform (“Cart”), agreed to the Recess terms checkbox, and submitted binding Offers to Event Organizers.
The following, along with the Terms, sets forth the terms and conditions upon which you as a Sponsor (“Sponsor” or “you”) can use and access the Platform. By accepting this Sponsor Agreement, you agree to the terms of this Sponsor Agreement without modification and enter into a binding contract with Recess which will be applicable to you when and if you use and access the Platform as a Sponsor. This Sponsor Agreement will be binding unless we enter into a separate written agreement explicitly superseding this Sponsor Agreement. By using and accessing the Platform as a Sponsor at any time after the posting of this Sponsor Agreement to the Platform, you acknowledge and agree this Sponsor Agreement supersedes any agreement(s) previously entered into between Sponsor and Recess related to the subject matter herein.
What Recess Does
Recess offers an online marketplace connecting Venues and Event Organizers with Sponsors. Recess, acting as an intermediary, facilitates product sampling and event sponsorships by allowing Venues and Event Organizers to create and display Event Listings, allowing Sponsors to remit Offers to sponsor Events, and by collecting and remitting payments. None of the Eventslisted on the Platforms are operated by Recess. The Platform allows Users to connect, agree onapplicable terms related to the sponsorship of one or more Event(s) tailored to the Users’ particular needs. Recess has no responsibility for the communications, transactions and/or other interactions between Event Organizers and Sponsors, other than as explicitly set forth in this Sponsor Agreement and the Terms.
Offers and Bookings
Through the Platform, Sponsor is able to configure each campaign with details of the sponsorship offering, including the rights and benefits you wish to purchase, and specific instructions such as how to distribute Sponsor’s products at an Event or special requests. Sponsors can then search Venue and Event Listings, add Events to their Cart, and complete their Cart Checkout. Once a Sponsor completes their Cart Checkout with all of the items in their Cart that will remit Offers to sponsor Events. The Offer will be remitted to the Event Organizer who will have seven (7) days to either accept or reject the Offer before it expires. If an Offer is rejected, Recess may, but is not obligated to, provide information on the reason for rejection, and, at your discretion, you may submit an updated Offer based on such information. If your Offer is not accepted or rejected within the (7) day period you may also re-submit your Offer. Upon an Offer being accepted by an Event Organizer (each, a “Booking”), Recess will generateand send Sponsor a confirmation e-mail detailing the agreed to terms and conditions of the sponsorship and an invoice due and payable upon receipt once all Offers in their purchase havebeen accepted or rejected. Once an Offer is submitted, Sponsor agrees it may not be revoked or cancelled (except as set forth below). Once an Offer has been accepted, Sponsor agrees: (i) that a binding contract is formed, and (ii) to unconditionally honor and fulfill all terms, conditions and restrictions contained in the applicable confirmed Offer, including, without limitation, all permit requirements, insurance requirements, media restrictions, product distribution dates, Event Organizer restrictions on use of trademarks, logos and other intellectual property, content creation and use restrictions, and payment of the applicable Event Fee. Additionally, once a Booking has been made for an Event where a Sponsor will have an on-site activation with their staff or contractors at the Event, Recess will send Sponsor an advancing sheet to fill out with event logistics information, including but not limited to details regarding Sponsor’s equipment, staff or parking requirements, if any (each, an “Advancing Sheet”). Sponsor is required to fill out and return the Advancing Sheet to Recess within five (5) days. Once a Booking has been made for an Event where a Sponsor will ship Sponsor’s products to the Event Organizer to distribute at the Event, Sponsor will receive the shipping information from the Event Organizer within approximately five (5) days upon Booking confirmation. When a Sponsor ships Sponsor’s products to the Event they must provide the shipping information including the carrier name, tracking number, estimated arrival date, and the size and weight of the boxes shipped to the Event Organizer. If Sponsor provides a partial shipment the Event Organizer will only be required to distribute Sponsor’s products that are actually received and the Sponsor shall not beentitled to a refund for the items not received by the Event Organizer.
Sponsor acknowledges and agrees that Recess is not responsible for any part of an actual or potential transaction between Users, including the quality, condition, safety or legality of the Events advertised, the truth or accuracy of the Event Listings, or the ability for Sponsors to sponsor Events. Recess has no control over the conduct of Users, and expressly disclaims all liability arising from or related to any such transactions to the fullest extent permitted by law.
By submitted an Offer, Sponsor further agrees:
Prior to shipping product to Event Organizer for Event Organizer to distribute at the Event, Sponsor agrees that it should provide any expiration dates for Sponsor’s product indicating when it is no longer safe or advised for attendees to consume. If Event Organizer receives expired or unsafe product Event Organizer shall not be obligated to distribute Sponsor’s product and Sponsor shall be entitled to ship new products at its own expense, provided that Sponsor ships such new products within sufficient time to allow Event Organizer to distribute such new products at the Event and subject to the late fees described herein. Otherwise, Sponsor shall forfeit any right to ship new product and shall not be entitled to any refund of Event Fees paid.
If required by Event Organizer, and at your direction, you authorize us to enter into additional agreements with Event Organizer as a limited agent for you, a disclosed principal, solely as necessary to facilitate your sponsorship of the applicable Event.
Payments, Late Fees and Cancellations
Sponsor must pay the Event Fee in full upon receiving an email confirmation that the Offer has been accepted and receipt of an invoice from Recess. Sponsor acknowledges and agrees that delay in making payment by the due date may delay or cancel your Booking.
Additionally, if you request any additional services to be performed by Recess, which Recess may provide in its sole discretion, the terms of which will be covered by a separate written agreement, fees for such ancillary services will be paid as provided in the separate written agreement.
Cancellation by SponsorIf for any reason Sponsor wishes to cancel an Offer once it has been submitted, Sponsor must e-mail email@example.com, however, Sponsor will remain responsible for the Event Fee as provided below, regardless of whether or not they sponsor the Event. The following cancellation policy will apply once an Offer has been submitted:
Cancellation by Event Organizer
If for any reason (other than Force Majeure or a breach by you) Event Organizer wishes to cancel the Booking once the Offer has been accepted, the following cancellation policy will apply once a Booking has been made:
Please note, this cancellation policy does not constitute an offer to insure the performance of or guarantee the performance of any Event Organizer and is not a guarantee that refunds will be issued by an Event Organizer. In the event of a dispute between Sponsor and Event Organizer, Sponsor’s sole recourse from Recess is to cancel the Offer and to receive a refund from Recess pursuant to the cancellation policy described in this section to the extent Recess has not yet paid the Event Organizer. Otherwise, Sponsor agrees that the Event Organizer is solely responsible for providing the refund, if any.
Mutual Cancellation and Alternative Cancellation Terms
Sponsors and Event Organizers can agree to alternative cancellation terms in a confirmed Offer which, if confirmed in writing, shall supersede these standard cancellation terms. In the event no specific terms relating to cancellation have been stated in the Event Listing and/or agreed upon in writing by Sponsor and an Event Organizer, these standard cancellation terms will govern.
Recess additionally has the right to cancel any Booking at any time for security or fraud-protection purposes.
Sponsorship Opportunity Postings
Recess offers the ability for you, a Sponsor, to post sponsorship opportunities (each, a “Sponsorship Opportunity”) to the section of the Platform that lists Offer terms. Sponsors can also choose to make their Sponsorship Opportunity available as a public Sponsorship Opportunity Listing and viewable to post and share outside of the Recess Platform. Event Organizers may submit inquiries about the Sponsorship Opportunities. In the event that an Event Organizer wishes you to book a Sponsorship Opportunity for their Event they will request an “Instant Booking” of a Sponsorship Opportunity at their Event agreeing to the Offer terms outlined in the Sponsorship Opportunity. Recess will notify Sponsor of each requested Instant Booking. If Sponsor wishes to complete an Instant Booking, Sponsor must then add each Instant Booking request and complete a Cart Checkout which automatically creates an accepted“Instant Booking Offer” using the Sponsorship Opportunity Listing terms. When an Instant Booking Offer is confirmed each Event Organizer will be notified and Sponsor will be sent a confirmation email (as described in the “Offers and Booking” section above), and Sponsor acknowledges and agrees the same terms and conditions stated above will apply to any Booking resulting from the posting of a Sponsorship Opportunity.
Non-Circumvention, User Contact Information
In many cases, an Offer and/or Booking may involve logistics coordination through the Platform or other means of communication, and you may receive contact information for the applicableEvent Organizer or other User for advancing purposes. You agree to use any such contactinformation received solely for the purpose of advancing the sponsorship and for no otherpurpose, and you agree that you shall not collect, attempt to collect or store any personal information of others through the Platform.
Without limiting the foregoing, you agree that by using and/or accessing the Platform, (whetheror not an Offer and/or Booking is advanced through the Platform, and whether or not you receive contact information for any Event Organizer or other User via the Platform), you are prohibited from using any information obtained through your use of and/or access to the Platform to send inquires or offers to sponsor any Event found on the Platform and/or otherwise contact or enter into (or attempt to enter into) agreement(s) or transaction(s) (directly or indirectly) with any Event Organizer found on the Platform with the result of, among other things, not paying service and/or other transaction-based fees and charges that might otherwise bepayable to Recess had such arrangement been managed by Recess, unless you have done so through the Platform or have obtained Recess’ prior express written consent.
For the avoidance of doubt and without limiting any other rights or remedies of Recess, shouldyou violate this paragraph you will immediately owe Recess (and Recess may invoice you the applicable recess service fee as well as any other service and/or other transaction-based fees and charges that would otherwise have been payable to Recess had such arrangement been managed by Recess, as determined by Recess in its discretion.
Recess and the applicable Event Organizer shall not be liable or deemed to be in default if either or both is unable to carry out its material obligations under this Sponsor Agreement or confirmed Booking (as applicable), if an Event Organizer is unable to provide some or all of agreed to sponsorship rights and benefits, and/or if an Event is cancelled, delayed, or becomes impossible or impractical, by reason of any cause beyond Recess’ or the Event Organizer’s reasonable control including, without limitation, war, strike, weather, accident, act of God, civil unrest, criminal acts of third parties, natural disaster, contagion, terrorism, epidemic, pandemics, government created quarantine conditions or any other act or order of any governmental authority (collectively, "Force Majeure"). Notwithstanding the foregoing, in the event of a Force Majeure resulting in a cancellation of more than fifty percent (50%) of the Event for which Sponsor has confirmed a Booking, Sponsor shall receive a credit equal to the Event Fee towards another Event, and if the Event is postponed for a date that is less than 12 months fromthe original Event date (the “Postponed Event Date”), Sponsor will be entitled to sponsor the Event on the same terms contained in the Booking.
Representations and WarrantiesYou represent that:
This section shall survive the expiration or termination of this Sponsor Agreement and the Terms.
You will indemnify and defend Recess, our affiliates, clients (including the Event Organizer) and each of our respective directors, officers, agents, contractors, sub-contractors and employees from and against any and all actions, claims, demands, suits, loss, liability, damage, cost or expense (including reasonable attorneys’ fees and costs) arising out of or related to:
This section shall survive the expiration or termination of this Sponsor Agreement and the Terms.
In addition to any specific insurance coverage and requirements that may be required by aparticular Event Organizer, Sponsor will obtain prior to submitting any Offer and maintain throughout the entire Term the following:
(i) Commercial general liability insurance, including broad form contractual liability, personal injury liability, advertising liability, property damages liability and products/completed operations liability coverage with minimum limits of liability of $1,000,000.00 each occurrence, and $2,000,000.00 general aggregate;
(ii) Umbrella or excess liability insurance with available coverage limits of not less than $2,000,000.00 general aggregate and $2,000,000.00 per occurrence;
(iii) Auto liability insurance covering owned, non-owned and leased or hired vehicles with the minimum amounts of $1,000,000.00 each accident; and
(v) Workers compensation insurance as required under applicable state law.
The above policies (i)-(iii) must list Recess and their officers, directors, members, managers, agents, employees and representatives as additional insureds. The insurance will contain aprovision that it cannot be reduced or cancelled unless and until the insurance company notifies Recess thirty (30) days prior as certificate holder. Upon request, Sponsor will provide Recesswith a full and complete copy of all the insurance policies required in this Sponsor Agreement. Additionally, any third parties that perform services in connection with any Booking on behalf of Sponsor must abide by the above insurance requirements.
Without limiting anything contained in the Terms, you explicitly acknowledge and agree: (i) thatyou may not use any trade name, trademark, service mark, logo, commercial symbol, any other intellectual property or proprietary rights of any Event Organizer or other User or Recess (or any of its clients, affiliates or contractors) in any manner without prior written authorization of suchuse by Recess or the applicable third party owner, and Recess and/or the applicable third partyretain all right title and interest in and to the same; and (ii) that you hereby grant Recess theperpetual, irrevocable right and license to use your logo and/or trademark in connection with theoperation of the Platform, including without limitation in marketing and promotion of Event(s),the Platform, and/or Recess. You explicitly acknowledge and agree this grant of rights includesthe right for Recess to use your logo and/or trademark on the Platform as a past sponsor orclient.
Limitation Of Liability
IN NO EVENT WILL RECESS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OR PROFITS, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION, LOSS OF INFORMATION, COSTS OF COVER, AND THE LIKE INCURRED BY SPONSOR ARISING OUT OF THIS SPONSOR AGREEMENT,THE PLATFORM (INCLUDING YOUR, OR ANY THIRD PARTY’S USE OF THE PLATFORM), ANY USER CONTENT, ANY INTERACTIONS OR TRANSACTIONS BETWEEN USERS, OR ANY BREACH OF THIS SPONSOR AGREEMENT OR THE TERMS BY YOU OR ANY THIRD PARTY EVEN IF RECESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECESS’ SOLE AND COMPLETE LIABILITY TO SPONSOR FOR ANY CLAIMS ARISING OUT OF RELATING TO THIS SPONSOR AGREEMENT, THE PLATFORM OR FOR ANY ERRORS OR OMISSIONS THEREIN, OR ANY OTHER DISPUTE OR CLAIM SPONSOR MAY HAVE WITH OR AGAINST RECESS, SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY SPONSOR TO RECESS IN THE TWELVE MONTHS PRECEDING THE CLAIM DATE; OR (B) $100.00 IN THE AGGREGATE FOR ALL CLAIMS. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE PLATFORM (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY OFFER, BOOKING OR OTHER TRANSACTION, OR USER CONTENT) OR ANY THIRD PARTY PROVIDER OR ANY THIRD PARTY WEBSITE THAT MAY BE LINKED TO OR FROM OR OTHERWISE INTERACT WITH THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY SOCIAL MEDIA SITE, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE RECESS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE PLATFORM.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Recess’ Role and Disclaimers
You understand and agree that nothing in this Sponsor Agreement or the Terms will make Recess an employee or partner of you or vice versa. Recess, as the provider of the Platform, only facilitates transactions between Users, and does not own, create, sell, provide, control, manage, offer, deliver, or supply any Event(s) or Event Listing(s), nor is Recess the organizer, owner or controller of any Event.
All Event Listing(s) and the related Event(s) available on the Platform are the sole responsibility of the Event Organizer. Event Organizers are solely responsible for keeping their Event Listing(s) up to date, accurate, and for all information and content contained in Event Listing(s). Recess assumes no responsibility to verify Event Listings, or the accuracy of the contents of any Event Listing. Event Organizers are solely responsible for the production, presentation, promotion, and all other elements of their Event(s). As such, Recess does not guarantee:
Recess is not responsible for any may not be held liable for any Event Organizer’s acts or omissions in connection with any Booking, including without limitation an Event Organizer’s performance or non-performance of the terms contained in a confirmed Offer and/or otherwise. Recess does not make any endorsement, certification or guarantee that any Event Organizer or any Event is trustworthy, safe or suitable. Recess has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties, including the Event Organizer(s) and any other third parties assisting with any Event. Sponsor assumes all risks associated with its participation in any Event and forever and irrevocably releases, waives and discharges any claim, demand or cause of action that Sponsor (or anyone who obtains rights from or through Sponsor) may have at any time against Recess, for any loss, liability, damage, cost, expense, property damage, bodily injury, illness or death, incurred or suffered by Sponsor, or any of its officers, directors, owners, members, managers, employees, contractors, agents or guests while attending the Event(s) and/or participating in any activities associated with or ancillary to the Event(s).
By submitting an inquiry, Offer and/or posting a Sponsorship Opportunity via the Platform, you acknowledge and agree that Recess may, at its sole discretion, undertake additional efforts to help you find an Event as part of our Services. A Recess representative may contact you for more information about your interests, or may reach out to Event Organizer(s) for details and availability on your behalf, including to Event Organizer(s) with Events not actively listed on the Platform, however you acknowledge and agree that Recess is under no obligation to do any of the above.
Notwithstanding the foregoing, you acknowledge and agree that if the Platform or Recess provides professional information or recommendations, such information is for informational purposes only and should not be construed as professional advice on which reliable should be placed. No decision or other action should be made on the basis of such information and no fiduciary or other privileged relationship exists between you and Recess. Any use or reliance on any User Content or other materials made available via the Platform or obtained by you through use of the Platform is at your own risk. We disclaim all liability arising from any reliance placed on such materials. You will exercise and rely solely on your own skill and judgment in your use and interpretation of the information and use of the Platform. You are solely responsible for assessing the suitability of any Event Listing. Recess has no control over the quality, suitability or availability of any Event, or over the reliability, integrity or conduct of any Event Organizer or other User. While we may take certain measures with a goal to assist Users to avoid receiving false information and/or potentially fraudulent or other illegal activity of which we become aware,we assume no liability or obligation to take any such measures or actions. When we provide messages to Users about any such activity, we do not warrant that such messages are accurateor that such messages will reach any or all Users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm or otherwise have any impact.
You acknowledge and agree that, as a Sponsor, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who work at or are otherwise present at the Event(s) at your request or invitation. Recess does not, and shall not be deemed to, direct or control you generally or in your use of the Platform or performance of contractual or other relations with other Users. You acknowledge and agree that you have complete discretion whether to make Offers, or otherwise engage in other activities on the Platform. Should you, or any of your employees, contractors or other agents, cause damage to the Event venue and/or any property of the Event Organizer, Event attendees, or other third parties, Sponsor acknowledges and agrees that Sponsor is solely responsible for such damages, and shall be responsible for paying the costs of repair or replacement to the applicable party within ten (10) days of presentment of the evidence of costs.
Taxes and ExpensesYou are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Platform. You agree that it is your sole responsibility to, and that you will, collect and remit the correct amounts of all such Taxes to the applicable governmental authorities. Notwithstanding the foregoing, Recess reserves the right to collect and remit any Taxes on Event Fees or in connection with any other payment processing fees that Recess is legally required to collect and remit by the applicable taxing authority. In the event that Recess is required to collect and remit any such Taxes, you will be responsible for paying such Taxes, andagree that Recess may invoice you and you agree to pay such Taxes.
You acknowledge and agree that you are solely responsible for all costs and expenses incurred in connection with your use of the Platform and/or sponsorship of any Event.
This Sponsor Agreement will continue to apply until terminated by either you or us inaccordance with this section. Subject to the cancellation terms and limitations above, you may terminate this Sponsor Agreement at any time for any reason by emailing firstname.lastname@example.org stating that you wish to deactivate your Account and then discontinuing all use of and/or access to the Platform. You understand and agree that any and all of your obligations that accrued prior to your termination will survive any termination or expiration of this Sponsor Agreement, and additionally any provision of this Sponsor Agreement that expressly or by implication is intendedto come into or continue in force on or after termination of this Sponsor Agreement shall remainin full force and effect.
We may terminate this Sponsor Agreement at any time for any reason, including but not limitedto, if we reasonably believe: (i) you have violated this Sponsor Agreement or the Terms or (ii) you create risk or possible legal exposure for us. We will make reasonable efforts to notify youby the email address associated with your account or the next time you attempt to access your Account.
Nothing in this section shall affect our rights to change, limit or stop the provision of the Platform without prior notice.
Please note that if your Account is terminated, we do not have an obligation to delete or return to you any User Content you have posted to the Platform. Upon termination of this Sponsor Agreement for any reason, (i) Sponsor shall still owe any amounts due to Recess for any Offers accepted prior to the effective date of termination (“Termination Date”); and (ii) Recess shall pay Sponsor any refund amounts owed to Sponsor in accordance with the terms of the “Payments, Late Fees and Cancellation” section herein, within thirty (30) days of the Termination Date.
This Sponsor Agreement, and the parties’ conduct arising out of or related to it shall be governed by California law, without regard to its choice of law rules.
Any controversy or claim arising out of or in relation to this Sponsor Agreement, or the validity, construction or performance of this Agreement, or the breach thereof, shall first be submitted to confidential mediation by the parties. If the parties are unable to resolve the controversy or claimthrough mediation, such controversy or claim shall be resolved by confidential binding arbitration in Los Angeles, CA, before a single arbitrator except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any award shall be final and binding.SPONSOR SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Sponsor may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below.
American Arbitration Association
The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms, in which case these Terms will prevail. Those procedures and rules may limit the discovery available to the parties. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party's attorneys, experts, and witnesses, and other expenses, provided that Recess may recover its attorney’s fees from Sponsor in the event that Recess is the prevailing party or is otherwise permitted to do so by these Terms. The arbitrator's award is final and binding on the parties.
Liability For Agents
You acknowledge and agree that your obligations hereunder extend to your officers, directors, managers, employees, contractors, sub-contractors, agents and other representatives (if applicable) and you will be liable for any breach of this Sponsor Agreement, the Terms and/or any other written agreement between you and Recess by any of the foregoing.
NoticesUnless provided otherwise by Law, any notices or other communications referred or required in this Sponsor Agreement, shall be in writing and given (a) by Recess (i) via email to the email address provided to us (the date of receipt being deemed to be the date on which such email was transmitted) or (ii) by online post to the Platform; and (b) by Sponsor (i) via email to email@example.com (the date of receipt being deemed to be the date on which such email was transmitted).
The provisions of this Sponsor Agreement that by their nature extend beyond the expiration or termination of this Sponsor Agreement shall survive such termination or expiration.
You may not assign or transfer this this Sponsor Agreement, by operation of law or otherwise, without Recess’ prior written consent. Any attempt by you to assign or transfer this Sponsor Agreement, without such consent, will be null and of no effect. Recess may assign or transfer this Sponsor Agreement, at its sole discretion, without restriction. Subject to the foregoing, this Sponsor Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
The illegality, invalidity or unenforceability of any provision of this Sponsor Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.
Non Exclusive Remedies; Collections
Recess reserves the right to pursue any late and unpaid amounts due and owing to Recess for collections if such amounts are not paid within thirty (30) days after the date due. In addition, Sponsor agrees to promptly and fully reimburse Recess upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys' fees and expenses, incurred by Recess in collecting past due amounts or any other amounts due and owing from Sponsor under this Sponsor Agreement, the Terms or any or other applicable agreement between Recess and Sponsor. Notwithstanding any other provision herein, Sponsor agrees that if Recess must seek collections for past due amounts and Sponsor does not respond or pay in fullafter receiving a collection notice, Recess reserves the right to pursue outstanding balances through judicial proceedings, and in such case that Recess chooses to exercise such right, thensuch actions are expressly excluded from any arbitration provisions set forth in the Terms.
This Sponsor Agreement, along with the Terms, is the entire agreement of the parties and supersedes any prior agreements between us, whether written or oral, with respect to the subject matter hereof. This Sponsor Agreement and the Terms are a binding agreement and, subject to the following, may only be modified or superseded if a separate written agreement is entered into by the parties explicitly superseding this Sponsor Agreement and/or the Terms, andthen only to the extent the separate written agreement explicitly modifies or supersedes specific terms of this Sponsor Agreement and/or the Terms. No waiver of any default hereunder or any terms or conditions of this Sponsor Agreement will be deemed to be a waiver of any other or subsequent default of any other term or condition.
Notwithstanding the foregoing, Recess reserves the right to amend, update, or revise the terms of this Sponsor Agreement at any time for any reason, provided any such amendments, updatesor revisions will only be applied prospectively. Recess will notify you via the e-mail address provided in the event any material changes are made to this Sponsor Agreement. Any changes to this Sponsor Agreement will be effective immediately upon posting to the Platform.
Any continued use by you of the Platform after changes have been posted constitutes your acceptance of those changes, however such changes will not apply to disputes arising before the effective date of the updated Sponsor Agreement. The terms of the Sponsor Agreement in effect at the time a dispute arises shall govern such dispute. Although we may attempt to notify you when material changes are made to this Sponsor Agreement, it is your responsibility to periodically review this Sponsor Agreement from time to time for changes. If at any time you findthis Sponsor Agreement unacceptable, you must immediately cease all use of the Platform as a Sponsor.
Headings in this Sponsor Agreement are for reference only and do not limit the scope or extent of such section. Our failure to take immediate action with respect to a breach by you or others does not waive our right to act with respect to such breach or any other breach.
We do not separately file this Sponsor Agreement entered into by each User of the Platform. Please make a copy of this Sponsor Agreement for your records by printing and/or saving a downloaded copy on your personal computer.
Without limiting any other rights and benefits specifically or directly granted to Event Organizers,Sponsor agrees that Event Organizers shall be deemed third party beneficiaries under, and entitled to separately benefit from and enforce against Sponsor, the terms of the following Sections: Event Listings, Offers and Bookings, Payments, Late Fees and Cancellations, Sponsorship Opportunity Postings, Force Majeure, Representations and Warranties, Indemnification, Dispute Resolution and Governing Law; provided, however that in the event of any conflict between any terms in an Offer or other direct agreement entered by Sponsor and Event Organizer, that direct agreement shall prevail.