Home Team Marketing, LLC Sponsorship Portal
By clicking on the “Place Order” button, You are confirming that You have read, understand and are agreeing to be bound by, and become a party to, the Agreement. Selecting “Place Order” will be the legal equivalent of Your signature on a written contract, and equally binding.
1. ACCESS TO SPONSORSHIP SERVICES; ACCOUNT CREATION. [Your use of the Sponsorship Portal and purchase of Sponsorship Services is subject to your creation and our approval of an HTM account (an “Account”).] You may use our Sponsorship Services only as permitted by the Agreement and any applicable laws. We have the right to refuse or limit your access to the Sponsorship Portal or the Sponsorship Services. By purchasing any Sponsorship Services on the Sponsorship Portal or creating an Account, if you are an individual, you represent that you are at least 18 years of age.
2. PROPERTY APPROVAL. Your purchase of Sponsorship Services with respect to any particular [property, school or other entity where the Sponsorship Services are to be performed or implemented] (“Property”) or any particular events and venues within such Property (each, an “Event” or the “Venue”) are subject to the final approval thereof by such Property, which may be withheld in the Property’s sole and absolute discretion. In the event that any Property declines to approve any Sponsorship Services with respect to such Property or with respect to any Event(s) and/or Venue(s), then (a) HTM shall promptly return any amounts paid by You to HTM with respect to the applicable Sponsorship Services and (b) HTM shall have no further obligation to You with respect to such Sponsorship Services.
3. PAYMENT. By entering Your credit card information and clicking on the “Place Order” button, you agree to purchase the applicable Sponsorship Services and authorize HTM to charge all fees, taxes and other charges due for such Sponsorship Services to Your credit card. Your purchase of Sponsorship Services hereunder is final, and may not be cancelled, refunded, returned or exchanged, except as may be expressly provided for herein.
You shall be responsible for any shall pay HTM all currency conversion charges, sales, use, value-added, personal property or other tax, duty or level of any kind, including interest and penalties thereon (“Taxes”), whether imposed now or hereinafter by any governmental entity. You shall promptly pay HTM in the event of any refusal of Your credit card issuer to pay any amount to HTM for any reason. You agree to pay interest at the rate of 1.5% per month on any outstanding balance, together with costs of collection, including attorney’s fees and costs.
4. REPRESENTATIONS AND WARRANTIES. You represent and warrant that (a) You have full power and authority to enter into the Agreement; (b) HTM has never previously terminated or otherwise disabled an Account created by You due to Your breach of the Agreement or due to invalid activity; (c) entering into or performing under the Agreement or purchasing the Sponsorship Services will not violate any agreement You have with a third party or any third-party rights; and (d) all of the information provided by You to HTM, including credit card information, is correct and current.
5. DISCLAIMER. OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SPONSORSHIP SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SPONSORSHIP SERVICE “AS IS”. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
6. INDEMNIFICATION. You agree to indemnify and defend HTM and its officers, directors, employees, suppliers, agents, subsidiaries, affiliates, successors and assigns (each, an “Indemnitee”) from all liabilities, losses, damages, claims and expenses, including reasonable attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arises out of or relates to (a) your use of the Sponsorship Services, (b) any content provided by You in connection with or included in the Sponsorship Services, (c) your breach or violation of any term of the Agreement or any agreement between you and HTM, (d) your access to and use of the Sponsorship Portal, (e) any claim, action or dispute between any Property and You, (e) any claim alleging that your access to or use of the Sponsorship Portal or purchase of the Sponsorship Services violates the rights of a third party or otherwise is unlawful, (f) any information supplied by or obtained by HTM from any Property, and (g) Your negligence or willful misconduct. In the event You fail to indemnify any Indemnitee as provided above, such Indemnitee shall have the right to defend itself, and in that case, You shall reimburse such Indemnitee for all of its reasonable attorney’s fees, costs and damages incurred in settling or defending such claims.
7. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Each party hereto acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
8. COMMUNICATIONS ON INTERNET; EVENTS BEYOND OUR CONTROL. Use of the Sponsorship Portal is solely at Your own risk and is subject to all applicable local, state, national, and international laws and regulations. While HTM has endeavored to create a secure and reliable Sponsorship Portal, HTM and its affiliates are not responsible for the security of information transmitted via the Internet, the accuracy of the information contained in the Sponsorship Portal, or for the consequences of any reliance on such information. You must make your own determination as to these matters. HTM cannot guarantee your ability to access the Sponsorship Portal at all times or that such access will be secure, uninterrupted, or error-free. HTM and its affiliates shall not be liable for damages as a result of any delay or other failure of performance due to causes beyond its reasonable control including, without limitation, acts of God, acts of any Property or its representatives, acts of military or civil authorities, fire or other casualty, strikes, lockouts, weather, epidemic, war, riot, terrorism, telecommunications interruptions or computer viruses.
9. TERMINATION. HTM may at any time terminate the Agreement, or suspend or terminate its provision of the Sponsorship Services to you hereunder. If we terminate the Agreement due to your breach or due to invalid activity, we may retain the full purchase price with respect to the Sponsorship Services purchased. If you breach the Agreement or HTM suspends or terminates your Account, you may not be allowed to create a new Account. Upon termination of the Agreement, HTM’s obligations to you shall cease. If you terminate this Agreement or cancel your Sponsorship Services or any portion thereof after entering into this Agreement, you shall remain liable for payment of all outstanding charges for the Sponsorship Services purchased.
10. GOVERNING LAW; VENUE. All claims arising out of or relating to the Agreement, the Sponsorship Portal or the Sponsorship Services shall be governed by [New York] law, excluding [New York]’s conflict of laws rules, and shall be decided exclusively by final and binding arbitration with no right of appeal. The venue for any such arbitration shall be in New York, New York. Any such arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before one arbitrator selected by the AAA and specifically include the applicable rules of evidence. The party prevailing in any such arbitration proceeding shall be entitled to receive from the other party its reasonable attorneys’ fees and expert fees, in addition to its share of the arbitration costs.
11. NO WAIVER. The failure of either party hereto to enforce any of its rights hereunder or at law or equity will not be deemed a waiver or continuing waiver of any of its rights or remedies, unless such waiver is in writing and signed by the party to be charged.
12. RELATIONSHIP OF PARTIES. The parties hereto are independent contractors, and no agency, partnership, joint venture, or employee relationship is intended or created by the Agreement. Neither party hereto shall have the power to obligate or bind the other party.
13. ENTIRE AGREEMENT. The Agreement is our entire agreement relating to your use of the Sponsorship Portal and use/purchase of the Sponsorship Services and supersedes any prior or contemporaneous agreements on that subject. The Agreement may be amended in a writing signed by both parties hereto that expressly states that it is amending the Agreement.
14. SUCCESSORS AND ASSIGNS. You may not assign, transfer, pledge, subrogate, or sub-license any of Your rights, titles, interests, benefits, duties, or obligations under the Agreement, without HTM’s prior written consent, and any attempt to do so shall be null and void and without effect; provided, that, You may assign the Agreement to a party who succeeds to substantially all of Your business or assets. HTM may assign this Agreement. In the case of any assignment or succession that is permitted under the Agreement or otherwise, each of the terms and conditions of the Agreement shall be binding upon, and also shall inure to the benefit of, the successor or assign of the party hereto in question.
15. SEVERABILITY. If any provision of the Agreement is held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.
16. FORCE MAJEURE. Neither party hereto will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
17. MISCELLANEOUS. To the extent that anything in or associated with the Sponsorship Services or the Sponsorship Portal is in conflict or inconsistent with the Agreement, the Agreement shall take precedence. Our failure to enforce any provision of the Agreement shall not be deemed either a waiver of such provision or a waiver of the right to enforce such provision. The Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous understandings or agreements, whether oral or written regarding the subject matter hereof.
If you have any questions about the Agreement, please contact:
Home Team Marketing, LLC
5 International Drive, Suite 120
Rye Brook, NY 10573
Attention: Mike Doyle