Terms & Conditions

Terms & Conditions.

2012 CAPITAL PRIDE COMMUNITY PARTNER PROGRAM AGREEMENT

This Capital Pride Community Partnership Agreement, hereinafter “Agreement”, is by and between the CAPITAL PRIDE ALLIANCE, INC. a District of Columbia non-profit corporation, hereinafter “Alliance”, and the undersigned non-profit organization, hereinafter “Community Sponsors”.

RECITALS:
A.    Capital Pride is an annual festival of the Lesbian, Gay, Bisexual, Transgender community of the District of Columbia area.
B.    The Alliance is incorporated under the laws of the District of Columbia and was established to successfully support, plan, implement, and assess the annual Capital Pride events and related activities throughout the year, beginning in 2012.
C.    The undersigned Community Sponsor is a non-profit organization that supports the advancement of and positive images for lesbian, gay, bisexual and transgender individuals, and they have determined that supporting Capital Pride is consistent with its own respective charitable mission and therefore committed to financial sponsorship of the 2012 Capital Pride festivities.
NOW, THEREFORE, in consideration of the above promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

Section 1:    Definitions:

a. “Community Sponsor” an organization that financially contributes a sum of one thousand five hundred dollars  ($1,500) for the 2012 Capital Pride festivities.
b. “Community Partner Advisory Council” shall act as an independent body providing candid input and recommendations to the Alliance.  Membership in the Council shall consist of all Community Sponsors.  The Council shall elect from among its members an ex-officio, non-voting member to the Board.

Section 2:    Community Sponsor Obligations:

Compliance with Terms:  Each Community Sponsor will adhere to the terms and conditions of this Agreement, and to any Capital Pride-related policies promulgated by the Alliance.
Roles and Responsibilities:  Community Sponsors will assist in marketing events, distribute Capital Pride information to their membership via email list and/or newsletters, assist in recruiting volunteers, and serve on the Community Partner Advisory Council.
Payment of Contribution: In order to be considered a Community Sponsor, the undersigned organization must pay their Capital Pride contribution in full by April 30, 2012. 
Payment Terms:  Community Sponsors must pay at least fifty percent (50%) of their contribution within ten (10) days of signing the Agreement.  The remainder of their contribution must be paid in full within thirty (30) days.  Contributions not paid in full within 30 days will result in the organization’s Agreement being declared null and void.  In the event that an organization’s Agreement is declared null and avoid, no contribution paid to the Alliance will be refunded.

Section 3:    Community Sponsor Benefits:

Organizations that enter into an Agreement shall receive: name or logo, profile and contact information in the 2012 Pride Guide (a $450 value); name or logo, profile, contact information and link on the 2012 Capital Pride website (a $5000 value); a booth at the 2012 Capital Pride festival (a $400 value); a spot in the 2012 Capital Pride parade (a $365 value); and revenue sharing opportunities in partnership with Capital Pride (a $1500 value).

Section 4:        Nondisclosure of Confidential Information:
Each Party agrees that as a Community Sponsor it may be privy to confidential information of other Community Sponsors, the Alliance, and/or the Capital Pride program, and each Party agrees to protect the confidentiality of that information. “Confidential Information” means information relating to the business of a Party that has been disclosed or otherwise become known to a Community Sponsor as a result of dealings pursuant to this Agreement, that is not generally known to competitors or the public, and which has been treated as confidential.

Section 5:     Term:
Except as expressly provided for herein, this Agreement shall be effective as of the Effective Date and shall continue in effect through the conclusion of the 2011 Capital Pride event on June 10, 2012.

Section 6:     General Provisions:
Applicable Law:  This Agreement shall be governed by the laws of the District of Columbia, without regard to its conflicts of laws provisions, to the extent not preempted by federal law.
Non-Assignability:  The rights, duties and other obligations of Community Sponsors under this Agreement are personal to each Community Sponsor and may not be assigned or otherwise transferred to any other person, corporation or other entity without the prior written consent of the other parties to this agreement.
Waiver of Breach or Violation not Deemed Continuing:  The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof.
No Third-Party Beneficiary: There are no third party beneficiaries to this Agreement.
Paragraph Headings:  The paragraph headings contained in this Agreement and Terms and Conditions shall in no manner be construed as a part of this Agreement.
Compliance with Laws:  The Parties agree to comply with all applicable laws.
Authority of Representatives:  The individuals executing this Agreement on behalf of Community Sponsors represent that execution of this Agreement has been authorized and directed by the governing body of the respective organizations, if necessary, and that they have the authority to execute the same on behalf of said organizations.  No party hereto shall have recourse against any officer, director, or employee, in his or her individual capacity as such, of the other parties hereto, each party having recourse only against the other party hereto.
Entire Agreement:  This Agreement supersedes all prior discussions and agreements between any of the parties hereto regarding Capital Pride 2012, or any of their officers, directors, employees, or agents with respect to all matters relating to the subject hereof and all other matters contained herein.  This Agreement constitutes the sole and entire agreement with respect to matters contained herein and, except as otherwise provided in this Agreement, may be modified only by written agreement of the parties.  Any representation, inducement, promise or agreement, whether oral or written, between any of the parties regarding the subject hereof, which is not embodied herein, shall be of no force or effect.
Amendment:  Except as expressly provided for in this Agreement, the Agreement may be amended only upon express, mutual, written agreement of all Parties.
Independence of Parties:  This Agreement is made at arms-length between independent parties, each to the other, and creates no partnership, a limited liability company, corporation, or other entity, and does not create any agent, principal, partner, associate, joint venture, or employer/employee relationship.  The creation hereby of the Community Partner Advisory Council for Capital Pride does not create a legal entity or judicial person but instead an advisory body whose decisions are not legally binding upon the Alliance.
Trademarks and Copyrights: Use of Event Marks.  The Alliance grants the Community Sponsor, during the Term and for 30 calendar days thereafter, a non-exclusive license to use “Capital Pride 2012” and its variations in the same form they are provided by the Alliance (the “Event Marks”) in connection with the Community Sponsor’s Capital Pride 2012 activities in a manner consistent with Alliance’s guidelines for use of the Event Marks, and this Agreement.  Community Sponsor will comply with Alliance’s reasonable requests regarding the use of the Event Marks.  Use of Community Sponsor Marks.  Community Sponsor grants to the Alliance a non-exclusive, royalty-free license to use the Community Sponsor marks attached to this agreement in camera-ready format (the “Sponsor Marks”): (i) during the Term in connection with the Alliance’s promotional and publicity activities, including print, video, and electronic materials, for Capital Pride 2011; and (ii) after the Term in reference to Community Sponsor’s sponsorship of Capital Pride 2012.

Liability.  Neither the Alliance nor its representatives will be responsible for any injury, loss, harm or damage that may occur to the Community Sponsor from any cause whatsoever.  Under no circumstances will the Alliance be liable for lost profits or other special or consequential damage.  The foregoing will apply regardless of how any claim is brought or how damages are characterized, including, but not limited to, whether brought in contract, tort or otherwise.
Reschedule or Cancellation.  Presently, Capital Pride 2011 is scheduled to take place from May 30, 2012 – June 10, 2012.  The Alliance reserves the right to reschedule or cancel Capital Pride 2012 or any individual events comprising it if necessary for any reason, including:  (i) weather; (ii) failure to receive commitments from the necessary number of sponsors; (iii) failure to reach agreement with the applicable authorities on any issue related to Capital Pride 2012; or (iv) acts of God or any other cause beyond the Alliance’s reasonable control, e.g., war, fire, strike, change of law or regulation, and public catastrophe.  If Capital Pride 2012 is cancelled in whole, the Alliance will issue refunds at a pro rata amount, based on amounts actually paid, of the total community sponsorship fees received less the expenses incurred by the Alliance.  No further refunds or other amounts will be due from the Alliance for any reason.  In no case will the amount of refund to a Community Sponsor exceed the amount of the sponsorship fee paid.
Termination.  The Alliance reserves the right to accept or reject sponsors in its sole discretion.  The Alliance may terminate this Agreement at any time, in which case the Community Sponsor’s rights to use the Event Marks will terminate immediately, and the Alliance will refund to the Community Sponsor any amounts paid to the Alliance under this Agreement.

BY PURCHASING A REGISTRATION FOR THE COMMUNITY SPONSOR, THE INDIVIDUAL DOING SO HEREBY WARRANTS THAT THE INDIVIDUAL IS AN AUTHORIZED AGENT OF THE COMMUNITY SPONSOR, AND HAS THE AUTHORITY TO BIND THE COMMUNITY SPONSOR TO THIS AGREEMENT, AND HEREBY ACCEPTS AND AGRESS TO ABIDE BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY SUBSEQUENT, WRITTEN TERMS, CONDITIONS, AND DIRECTIONS PROVIDED BY THE ALLIANCE, ON BEHALF OF THE COMMUNITY SPONSOR.

Please print a copy of this agreement for your records.