Offer and Acceptance. Sponsor’s submission of the Corporate Sponsorship Agreement (“Agreement”) shall constitute an offer from Sponsor to enter into such Agreement with Long Beach Pride. Such offer can only be accepted by Long Beach Pride counter-signing such Agreement. After signing, Long Beach Pride will send to Sponsor a fully signed copy of the Agreement, which shall constitute Long Beach Pride acceptance and cause the Agreement to become effective. The parties hereto warrant and represent one to the other that they have the power and authority to enter into this Agreement.
Soliciting and Social Functions. Sponsor is prohibited from distributing (i) items at the Event other than as provided for in the Sponsorship Agreement, and (ii) items that are other than Sponsor’s own materials unless Sponsor has obtained Long Beach Pride prior written approval. These prohibitions apply before, after, or during the Event’s official hours. Canvassing at any time during the Event or distribution of advertising matter, souvenirs, or any other items whatsoever by anyone who is not a paid sponsor is forbidden. Sponsor is prohibited from taking photographs other than Sponsor’s exhibit, without Long Beach Pride’s prior written approval. Provided Sponsor has obtained prior written permission from Long Beach Pride, Sponsor may conduct social functions in public areas of the Event venue, the host hotel, or other properties in the vicinity of the Event if such functions do not conflict with scheduled Event programs or activities.
Sponsor’s Materials. Sponsor’s materials will not be permitted to interfere with any other sponsorship, the Event itself, or to impede access to Event exhibits or the free use of public areas. All demonstrations and the distribution of Sponsorship promotional materials must be in accordance with this Agreement. Distribution of food or promotional giveaways must be approved in advance of the Event by Long Beach Pride. Sponsor agrees to deliver to Long Beach Pride all materials reasonably required for the performance of the Agreement, including but not limited to an electronic copy of Sponsor’s logo, in a format and within the deadlines set by Long Beach Pride. Sponsor understands and agrees that upon initial proofing of Long Beach Pride’s use of Sponsor’s logo on Sponsor’s materials provided by Long Beach Pride in accordance with the Agreement and written approval confirmation from Sponsor on such proof, any modification or revision of Sponsor’s logo, trade name or trademark in the Sponsorship materials requested by Sponsor is at the sole responsibility and direct cost of Sponsor. Sponsor understands and agrees that upon initial proofing of Long Beach Pride’s use of Sponsor’s logo, any modification or revision of Sponsor’s logo, trade name or trademark in the Sponsorship materials is at the sole responsibility and direct cost of Sponsor. Sponsor grants to Long Beach Pride a fully paid, perpetual, worldwide, non- exclusive license to use, display, and reproduce (in print, electronically, or otherwise) Sponsor’s name, trade names, logos, and product names in any listing of those companies sponsoring the Event and in Event promotional materials. In addition, Sponsor authorizes Long Beach Pride to take photographs of Sponsor’s exhibit and staff during, before, or after the Event and to use such photographs for any legitimate promotional purpose of Long Beach Pride.
Copyrighted Material. Sponsor agrees not to play, broadcast, perform, or distribute any copyrighted material owned by others without first obtaining (at its own expense) all necessary rights and licenses and paying in full all required royalties or other fees. Long Beach Pride reserves the right to remove any Sponsor material incorporating copyrighted material for which such Sponsor fails to timely provide sufficient evidence of authorization. Long Beach Pride also reserves the right to revoke the Sponsorship because of the extent of such copyright infringement.
Remedies. If Sponsor fails to make any payment or otherwise breaches any provision of the Agreement, and fails to cure within a reasonable time after Sponsor has received written notice from Long Beach Pride specifying the breach, Long Beach Pride shall have the right to exercise (without further notice) any one or more of the following remedies at any time after such reasonable time has passed: (i) cancel the Agreement in whole or in part; (ii) revoke the Sponsorship or any portion thereof; (iii) have any of the Agreement’s violated provisions specifically enforced; and (iv) exercise any other remedy available by rule of law. By “reasonable time” means: (i) immediately, in the case of any breach occurring not more than five (5) days before or during the Event; (ii) 24 hours, in the case of any failed payment; and (iii) 5 days, in the case of any other breach. In addition, Long Beach Pride may keep all monies received from Sponsor as liquidated damages, it being understood that Long Beach Pride’s losses and damage from Sponsor’s breach of the Agreement are difficult to ascertain and that the agreed liquidated damages are not intended as a penalty. Upon cancellation of the Agreement, Long Beach Pride may (without prejudice to any other available remedy) resell the Sponsorship in any other manner as Long Beach Pride deems advisable in its sole discretion, without any obligation to Sponsor.
Liability. Neither Long Beach Pride nor its agents or representatives will be responsible for any injury, loss, or damage that may occur to Sponsor or to Sponsor’s employees, invitees, licensees, or guests, or Sponsor’s property, from any cause whatsoever (including but not limited to errors or omissions in any Event promotional materials). Under no circumstances shall Long Beach Pride or its agents or representatives be liable for (i) any special, indirect, incidental, or consequential loss or damage whatsoever, or (ii) any loss of profit, loss of use, loss of opportunity, or any cost or damage resulting from any such loss. Sponsor acknowledges that the risk allocations of this Section are reasonable based on the understanding that Sponsor shall obtain, at its own expense, adequate insurance against any such injury, loss, or damage. Anyone visiting, viewing, or otherwise participating in Sponsor’s table or exhibit (when the Sponsorship includes a table or exhibit) is deemed to be the invitee, licensee, or guest of Sponsor, and not the invitee, licensee, or guest of Long Beach Pride. Sponsor assumes full responsibility and liability for the actions or omissions of its agents, employees, independent contractors, or representatives, whether acting within or without the scope of their authority, and agrees to defend, indemnify, and hold Long Beach Pride, the Event venue, and their respective privies, harmless from and against claims resulting directly or indirectly from such actions or omissions. There is no other agreement or warranty between Sponsor and Long Beach Pride except as set forth in this Agreement. The rights of Long Beach Pride under the Agreement shall not be deemed waived except through a writing signed by an authorized representative of Long Beach Pride.
Force Majeure. Long Beach Pride shall not be liable for failure to perform its obligations under the Agreement because of strikes, riots, terrorist acts, acts of God, or any other cause beyond its control. In case the Event venue is damaged or destroyed by fire, the elements, or any other cause, or if circumstances make it unreasonably difficult for Long Beach Pride to permit Sponsor to fulfill its Sponsorship or benefit from the Sponsorship opportunity in any part or the whole of the Event, then during such circumstances Long Beach Pride, the building management, and their respective privies will be released and discharged from the obligation to supply Sponsorship, and Sponsor will be reimbursed a proportionate share of the Sponsorship cost previously received by Long Beach Pride from Sponsor.
Insurance. For the term of the Agreement and until the Event is completed, Sponsor shall always maintain insurance in an amount and scope to be reasonably satisfactory to Long Beach Pride and sufficient to cover the liabilities of Sponsor under the Agreement, including Sponsor’s contractual obligations to defend, indemnify, and hold harmless, as stated in the Agreement. Long Beach Pride shall be added as an additional insured to such insurance. The sponsor’s insurer shall confirm to Long Beach Pride that such insurance cannot be canceled or changed without thirty (30) days prior written notice to Long Beach Pride. Sponsor agrees to provide Long Beach Pride a certificate verifying that the required insurance is and will remain in force for the duration of the Event.
Jurisdiction and Attorney Fees. Should any legal action be commenced to resolve any dispute under the Agreement: (i) Sponsor hereby consents to venue and jurisdiction in the federal or state courts located in Los Angeles, California, and agrees that no such action may be brought in a forum not located in Los Angeles, California; and (ii) the prevailing party shall be entitled to an award of litigation expenses, interest, and reasonable attorney fees, in addition to any other remedy obtained.
Laws, Taxes and Licenses. Sponsor shall observe and abide by all applicable federal, state, and local laws, codes, ordinances, rules, and regulations, as well as all rules and regulations of Long Beach Pride and the host venue. Sponsor shall conduct itself, and shall require its agents, employees, independent contractors, and representatives, to conduct themselves, always in accordance with customary standards of decorum and good taste in the industry. Sponsor shall be responsible for obtaining any licenses, permits, or approvals required under local, city, state, or national law applicable to Sponsor’s activities at or related to the Event. The Sponsor shall be responsible for obtaining tax identification numbers and paying all taxes, license fees, or other charges that may become due to any governmental authority concerning Sponsor’s activities at or related to the Event.
Cancellations. In the event Sponsor wishes to cancel some or all of its Sponsorship, Sponsor may request, and Long Beach Pride may grant such cancellation, but only with the following understandings: (i) all cancellations must be requested in writing and addressed to Long Beach Pride, ATTN: Corporate Sponsorship Committee at 1017 Obispo Ave, Long Beach, CA 90804; (ii) Long Beach Pride is not required to refund any portion of monies previously paid by Sponsor; if Sponsor’s cancellation request is received by Long Beach Pride after the Agreement has become effective, Sponsor nevertheless agrees to pay the full fee based on the original space requirements, before such cancellation will become effective. Long Beach Pride assumes no responsibility for having included the name of Sponsor in the Event catalog, brochures, news releases, or other materials.
Changes. If Sponsor requests an increase of its Sponsorship after the Agreement has become effective, Long Beach Pride will use reasonable best efforts to accommodate such request, subject to sponsorship availability, additional fee payment, and other circumstances then prevailing. If Sponsor requests a change that leads to a net reduction of sponsorship from original requirements, such request shall be covered by Section 11 above.
Other Matters. Sponsor understands and agrees that it may not assign the Agreement, in whole or in part, or any rights thereunder to any third party without the prior written permission of Long Beach Pride. This Agreement does not constitute and shall not be construed as constituting a partnership, or joint venture relationship between or among the parties. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties on that subject. No amendment, supplement, or modification of this Agreement or any provision hereof shall be binding unless executed in writing by both parties. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. This Agreement may be executed in one or more counterparts and by fax, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. All matters not expressly covered in the Agreement are subject to the reasonable decision of Long Beach Pride, which decision shall be final.