Sponsorship Terms & Conditions

Sponsorship Terms & Conditions.

This agreement is made between the purchaser of the Sponsorship package (“Sponsor”) and Capital Pride Alliance, Inc. d.b.a. Capital Pride (“CPA”). BY PURCHASING A SPONSORSHIP, SPONSOR AGREES TO ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Sponsorship. CPA will furnish Sponsor with the sponsorship rights and amenities for the Capital Pride 2012 according to the Sponsorship Level selected and paid for by Sponsor.  Industry exclusivity rights are not included unless specifically provided in writing, under separate cover, by Capital Pride to Sponsor.

2. Term. The term of this Sponsorship Agreement begins on the Effective Date and terminates upon the conclusion of the Capital Pride 2011 event on Sunday, June 10, 2012 (the “Term”).

3. Payment. Sponsor will pay the Rate (less the value of any in-kind contribution) and any additional contribution within thirty (30) days after its receipt of an invoice from CPA for its sponsorship in accordance with this Sponsorship Agreement, but no later than April 30, 2012.

4. Trademarks and Copyrights

4.1 Use of Event Marks. CPA grants 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 CPA (the “Event Marks”) in connection with the Sponsor’s Capital Pride 2012 activities in a manner consistent with CPA’s guidelines for use of the Event Marks, this Sponsorship Agreement, and the Sponsor’s Sponsorship Level. Sponsor will comply with CPA’s reasonable requests regarding the use of the Event Marks.

4.2 Use of Sponsor Marks. Sponsor grants to CPA a non-exclusive, royalty-free license to use the Sponsor marks attached to Annex B in camera-ready format (the “Sponsor Marks”): (i) during the Term in connection with CPA’s promotional and publicity activities, including print, video, and electronic materials, for Capital Pride 2011; and (ii) after the Term in reference to Sponsor’s sponsorship of Capital Pride 2012.

4.3 Event Contents. Sponsor may photograph or otherwise record its presence at Capital Pride 2012, but will not otherwise record or reproduce any portion of Capital Pride 2012, including the marks or presence of other sponsors, the entertainment, or the attendees, in any format without CPA’s prior written consent. Sponsor’s actions to photograph or otherwise record its presence will take place only in the public access areas of Capital Pride 2011 and will not interfere with the normal operations of the event.

5. Liability. Neither CPA nor its representatives will be responsible for any injury, loss, harm or damage that may occur to the Sponsor from any cause whatsoever. Under no circumstances will CPA 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 whether brought in contract, tort or otherwise.

6. Reschedule or Cancellation. Presently, Capital Pride 2012 is scheduled to take place from May 30, 2012 – June 10, 2012. CPA 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 2011; or (iv) acts of God or any other cause beyond CPA’s reasonable control, e.g. war, fire, strike, change of law or regulation, public catastrophe. If Capital Pride 2012 is cancelled in whole, CPA will issue refunds a pro rata amount, based on sponsorship amounts actually paid, of the total sponsorship fees received less the expenses incurred by CPA. No further refunds or other amounts will be due from CPA for any reason. In no case will the amount of refund to a Sponsor exceed the amount of the sponsorship fee paid.

7. Termination. CPA reserves the right to accept or reject sponsors in its sole discretion. CPA may terminate this Sponsorship Agreement at any time, in which case Sponsor’s rights to use the Event Marks will terminate immediately, and CPA will refund to Sponsor any amounts paid to CPA and return any in-kind contribution received by CPA (or equivalent value), under this Sponsorship Agreement.

8. Tax Status. CPA is a registered  501(c)(3) non-profit organization.

9. Miscellaneous

9.1 This Sponsorship Agreement represents the entire agreement between CPA and Sponsor, and there is no other agreement or warranty between the Sponsor and CPA. This Sponsorship Agreement establishes a non-exclusive relationship between Sponsor and CPA and CPA retains the right to enter into other Sponsorship Agreements at its discretion. If a Presenting Level sponsor reasonably believes that another Sponsorship Agreement conflicts with its right to industry exclusivity, CPA will work with the Presenting Level Sponsor to reach a commercially reasonable solution.

9.2 All legal matters pertaining to Capital Pride 2012 and this Sponsorship Agreement will be governed by and construed under the laws of the District of Columbia (D.C.) without regard to any provision of D.C. law that would require or permit the application of the substantive law of another jurisdiction. Sponsor irrevocably consents and submits to the personal jurisdiction of the courts in and for D.C. for any actions arising out of or relating to this Sponsorship Agreement.

9.3 This Sponsorship Agreement may be executed in multiple counterparts, each of which will be considered an original and all or any one of which constitute one and the same agreement. Facsimile or email copies will be treated as originals for these purposes.

9.4 This Sponsorship Agreement is personal to the parties and neither party may assign it without the prior written consent of the other party.