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Sponsorship Agreement – Terms and Conditions
These SPONSORSHIP AGREEMENT TERMS AND CONDITIONS (these “Terms and Conditions”) are incorporated into the Sponsorship Agreement executed by and between FLAMBOROUGH MUSEUM operating as WATERDOWN MUSEUM OF HOPE (“Company”), and the Sponsor set forth in such Sponsorship Agreement (“Sponsor”). These Terms and Conditions refer to the Company and the Sponsor as the “Parties” and may refer separately to either as a “Party.”
1. The Company’s Obligations.
The Company will provide the Sponsor with the sponsorship opportunity set forth in the Sponsorship Agreement. The Company does not make, and specifically disclaims, any representations or warranties regarding the success or failure of such sponsorship opportunity for the Sponsor.
2. The Sponsor’s Obligations.
Unless otherwise set forth in the Sponsorship Agreement, promptly following execution and delivery of the Sponsorship Agreement, the Sponsor shall pay the sponsorship costs to the Company as set forth in the Sponsorship Agreement by cheque, e-transfer or through website.
The Sponsor represents and warrants to the Company that the Sponsor has the legal right to use the logo, artwork, or other advertising and marketing material provided by it to the Company.
The Sponsor hereby grants to the Company a limited, temporary license to use any such logo, artwork, or other advertising and marketing material as set forth in the Sponsorship Agreement.
The Sponsor will indemnify and hold harmless the Company for any third party claims for breach of any intellectual property rights which might be made against the Company for using any such logo, artwork, or other advertising and marketing material.
Sponsor will indemnify and hold harmless Company, its officers, directors, members, employees, and agents, from and against any claims, actions or demands, including, without limitation, all reasonable solicitor’s fees, due to or resulting from Sponsor’s breach of these Terms and Conditions, the Sponsorship Agreement, or Sponsor’s (or its agent’s) willful misconduct, fraud, negligence or gross negligence.
Company will indemnify, and hold harmless Sponsor, its officers, employees, and agents, from and against any claims, actions or demands, including, without limitation, all reasonable solicitor’s fees, due to or resulting from Company’s breach of these Terms and Conditions, the Sponsorship Agreement, or Company’s (or its agent’s) willful misconduct, fraud, negligence or gross negligence.
4. Limitation of Liability.
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECULATIVE SPECIAL, INCIDENTAL, INDIRECT, REMOTE, OR CONSEQUENTIAL DAMAGES ARISING FROM SUCH PARTY’S PERFORMANCE OR FAILURE TO PERFORM.
NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS OR THE SPONSORSHIP AGREEMENT, THE COMPANY’S ENTIRE LIABILITY TO SPONSOR OR OTHERWISE ARISING IN CONNECTION HEREWITH WILL NOT EXCEED THE AMOUNT PAID TO COMPANY BY SPONSOR PURSUANT TO THE SPONSORSHIP AGREEMENT AND EVENT WHICH GAVE RISE TO SUCH LIABILITY.
5. Order of Precedence. If there is a conflict between any provision of these Terms and Conditions and any provision of the Sponsorship Agreement, then the Sponsorship Agreement will govern in all respects.
6. Notices. Each notice, demand, request, consent, or other communication required or desired to be given or made under a Sponsorship Agreement or these Terms and Conditions must be in writing and will be effective and deemed to have been received (a) when delivered in person, (b) five (5) days after having been mailed by certified or registered Canadian mail, postage prepaid, return receipt requested, or (c) the next business day after having been sent by a nationally recognized overnight mail or courier service, receipt requested, in each case to the address of the Party set forth in the Sponsorship Agreement.
7. Entire Terms and Conditions. These Terms and Conditions, as well as any applicable Sponsorship Agreement, contain the entire understanding and agreement between the Parties and will not be modified, amended, or assigned except as set forth below. Any attempted modification, amendment, or assignment in violation of this section is void.
8. Amendment. These Terms and Conditions may be amended, supplemented, or modified from time to time by the Company in a written instrument as necessary in its good faith business judgment.
9. Force Majeure. Either Party’s performance of any part of these Terms and Conditions or the Sponsorship Agreement shall be excused to the extent that such performance is hindered, delayed, or made impractical by: (a) the acts or omissions of the other party; (b) flood, fire, strike, war, or riot; (c) any other cause (whether similar or dissimilar to those listed) beyond the reasonable control of that party. Upon the occurrence of any such event(s), the Party whose performance is so affected shall notify the other Party of the nature and extent of the event(s) so that decisions to mitigate the negative effect(s) of such event(s) may be promptly made.
10. Governing Law.This agreement is governed by the laws of the Province of Ontario, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction. The parties irrevocably submit to the jurisdiction of the courts of the Province of Ontario.
11. Dispute Resolution. If a dispute arises out of, or in connection with this Sponsorship Agreement, the parties agree to meet to pursue resolution through negotiation or other appropriate dispute resolution process before resorting to litigation. All information exchanged during this meeting or any subsequent dispute resolution process, shall be regarded as “without prejudice” communications for the purpose of settlement negotiations and shall be treated as confidential by the parties and their representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the dispute resolution process.