Terms & Conditions

Effective Date: 4/6/2025

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. THIS IS A BINDING CONTRACT

Welcome to www.onbrand.com , a website owned and operated by Gatho, Inc. (“Onbrand,” “we,” “our,” or “us”). These Terms of Service and any other document referenced herein (including, without limitation, the Privacy Policy, and any Supplemental Terms (defined below)) (collectively, the “Terms”) govern your access to and use of the www.onbrand.com website (the “Site”).which provides a technology platform that allows corporations (brands), advertisers and associated agencies to easily and quickly select and manage partnership opportunities. Collectively, the Site, any content or resources made available on the Site, and any other services that we may provide (including without limitation services related to listing, selecting ,scheduling, purchasing, booking, pre-ordering, and shipping goods) are the “Platform.”

I This is a Contract Between You and Us :

Definitions. In these Terms, we use the following definitions:

“Attendee(s)” are individual(s) who attend a Partner event and/or activity.
“Brands” refer to corporation(s) who use the Onbrand Platform to manage their partnerships relationships with their partners including event managers , content creators , influencers, community leaders etc.
“Partner(s)” include event managers, content creators, product influencers and anyone else who seeks a partnership with the Brand.
Partner Profile The partners will create a profile on Onbrand that includes their personal information. This information will include their other social profiles, reviews, badges, content, etc

“Partner Proposal(s)” is a proposal created by a partner to submit to the Brand for consideration of a relationship with the Brand. This can be an event listing , for example, in case of events or an advertising proposal by the influencer.
Acceptable Proof of Performance Photos" means high quality un-obstructed photos clearly evidencing the distribution of Brand’s product in accordance with the terms of the Offer and/or written instruction provided by Onbrand prior to distributing Brand’s product.
"Partner Fee" means the fee charged by Onbrand to Partner(s); e.g. Proposal submission to a Brand , access to Brand listings on Onbrand or any other Fee(s) charged by Onbrand related to their sales and marketing programs. This fee may be waived or reduced at the discretion of Onbrand for all or specific proposals.
“Brand Fee(s)” means the fee charged by Onbrand to the Brand(s) for use of Onbrand Partner Management Software Application . This may be based on subscription, one time integration , per sample Fee or any other service(s) provided by Onbrand.

Agreement to the Terms. All users of the Platform must agree to these Terms, including any Supplemental Terms that apply specifically to Brands or a Partner (“Supplemental Terms”). If these Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the subject matter. By accessing or using our Platform, registering for an Account (as defined below), listing your event , or selecting an Event for sponsorship, you represent that (1) you have read, understand, and agree to be bound by these Terms; (2) you are of legal age and capacity to form a binding contract with ; and (3) you have the authority to enter into these Terms personally (and if you are using the Platform on behalf of an entity, that you also have the authority to bind that entity to these Terms, in which case, the term “you” will be deemed to refer to both you personally and such entity). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
The Agreement. THESE TERMS INCLUDE (1) YOUR AGREEMENT THAT Onbrand HAS NO LIABILITY REGARDING ANY PARTNERSHIP AGREEMENT; (2) YOUR AGREEMENT THAT THE PLATFORM IS PROVIDED “AS IS” AND WITHOUT WARRANTY (SECTION X DISCLAIMER OF WARRANTIES AND CONDITIONS)); AND (3) YOUR CONSENT TO RELEASE Onbrand FROM LIABILITY (SECTIONS IV.D and IV.E). PLEASE BE AWARE THAT SECTION V.E (COMMUNICATIONS FROM Onbrand) OF THESE TERMS, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE TRANSACTIONAL COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL OR TEXT MESSAGE
Future Versions of the Terms. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Platform and/or through other means of communication. We will also update the “Last Updated” date at the top or at the top of any Supplemental Terms that we change. It is important that you review the Terms whenever we update them, or you use the Platform. If you don’t agree to be bound by the changes, you may not use the Platform anymore. If you continue to use the Platform after we have posted updated Terms, it means that you accept and agree to the changes.
Eligibility. To use the Platform, you must be (1) at least eighteen (18) years old (or at least twenty-one (21) years old if your Event involves alcohol); (2) of legal age to form a binding contract; and (3) not a person barred from using the Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction.
Privacy Policy. When you agree to these Terms, you also agree to our Privacy Policy, incorporated herein by reference.

Supplemental Terms
1. Supplemental Terms - Code of Conduct (Applicable to Partners and Brands).

We encourage all Brands and Partners to review the terms of our Code of Conduct. To foster positive Partnerships, we reserve the right to remove any content, information, software, code, text, photographs, images, illustrations, graphics, video, audio, and/or other materials (collectively, “Content”) from the Platform, or to ban Participants from the Platform, if they violate the Code of Conduct. We also reserve the right to ban Brands from sponsoring additional partnerships on the Platform if they violate the Code of Conduct. The Code of Conduct is incorporated by reference into these Terms.

Supplemental Terms for Brands. The Brand Terms apply to all Brands who intend to use the Site to review, select and manage their partnership relationship(s).
Supplemental Terms for Partners . The Partner Terms apply to all partners who plan to use the Site to manage their partnership with the Brands including Event Managers who list their event(s) for sponsorship.

Accounts
1. Registering Your Account. To access certain features of the Platform, you may be required to register an account on the Platform (“Account”) or use a valid account on a social networking service (“SNS”) through which the user has connected to the Site (each such account, a “Third-Party Account”).
2. Access Through a SNS. If you access the Platform through an SNS, you may link your Account with Third-Party Accounts by allowing us to access your Third-Party Account, if permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third-party service providers. By granting us access to any Third-Party Accounts, you understand that we may access, make available and store (if applicable) any Content (as defined in Section VII(A)) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Platform via your Account. All SNS Content shall be considered to be Your Content (as defined below). Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Platform. If a Third-Party Account or associated service becomes unavailable, or our access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Platform. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WE DISCLAIM ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. We make no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or noninfringement, and we are not responsible for any SNS Content.
3. Account Responsibility. In registering an Account, you agree to (1) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You represent that you (1) have not previously had your access to the Platform suspended or terminated; and (2) are not barred from using the Platform under applicable laws. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify us immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if we have reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Platform (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you should not have more than one Account at any given time. We reserve the right to remove or reclaim any username at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.
4. Ownership of Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Onbrand.
Our Platform
1. Process. Potential Partners create an online proposal for their desired relationship with the Brand . For example, Event Managers create a Partner Proposal for their event(s) and provide details related to the event(s) such as number of attendees, location, and type of event and sponsorship opportunities etc. Our proprietary software technology enables and streamlines the process for the reviewing and presentation of events to Brands as potential advertising/sponsorship opportunities. Onbrand software then provides the management software tools to the Brands to review , select and agree on the sponsorship of the selected events. Onbrand software may also be used to enable automatic selection of proposed events via Brand defined service criteria as well as enable shipping of products via software interface of Onbrand Platform with warehouse management and shipping software such as Shopify. Partners may be provided listing of Brand(s) which are not yet registered on the Onbrand Platform, If a Partner chooses to direct their Proposal to such a Brand(s); Onbrand shall forward the Partner Proposal to the chosen Brand(s) via e-mail .
2. No Liability for Experiences or Interactions between Brand, Partner(s) and other Attendees of the Partner activity. Onbrand does not guarantee: (1) the existence, quality, suitability, reliability, accuracy, timing, safety or legality of any activity or Brand sponsorships, (2) the truth or accuracy of Partner Proposals, Partner information or Brand or products or other Content on the Site, (3) the ability of Partner(s) to execute the agreed Proposal activity(ies) , or (4) the ability of Brands to pay for sponsorship or Goods, or that the number of Attendees will conform with the number of attendees listed by the Partner in their Proposal. To the fullest extent permitted by applicable law, we expressly disclaim any liability that may arise for disputes between participants. We do not control the actions of any Brand or any reviews regarding an activity, and we make no representations regarding any the foregoing. To the fullest extent permitted by applicable law, each Brand is solely responsible for the care and quality of the sponsorship relationship and any goods/products being provided by that Brand . You acknowledge that your use of Onbrand software features is provided to you as tools for optimizing your Brand and partner management process and your use of the software is wholly at your discretion and you , as a Brand , remain wholly responsible for all aspects of the sponsorship of a partner relationship. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING PARTICIPANTS AND OPERATORS OF EXTERNAL SITES OR VENUES FOR EXPERIENCES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH EVENT MANAGER.
3. Safety. When interacting with other Participants or participating in a Partner activity as a Brand sponsor, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER Onbrand NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR PARTICIPANT at a PARTNER ACTIVITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Onbrand AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY ACTIVITY, GOODS, OR YOUR INTERACTION WITH PARTICIPANTS, WHETHER ONLINE OR OFFLINE.
4. Release. The Partner is fully and solely responsible for the care and quality of the Partner activity it provides and for all injuries, illnesses, damages, claims, liabilities and costs it may cause Brands or Attendees to suffer, directly or indirectly, in full or in part, whether related to the use of Goods or sponsorship. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL BRAND(S) , PARTNERS AND ANY OTHER USERS RELEASE OF THE PLATFORM , RELEASE Onbrand , ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, INVESTORS, AGENTS, PARTNERS AND LICENSORS, FROM ANY AND ALL LIABILITIES AND ALL OTHER CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE, EVENT, PARTNERSHIP , SPONSORSHIP AND/OR GOODS.
5. California Release. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage, for any unconscionable commercial practice by any Onbrand Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform provided hereunder.
6. Equipment. You must provide all equipment, connectivity, and software necessary to connect to the Platform. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Platform.
7. Interruption to the Platform. Your access and use of the Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Platform or other actions that we, in our sole discretion, may elect to take. You acknowledge and agree that your use of the internet and all access to and use of the Platform is solely at your own risk.
8. US-Based. The Platform can be accessed from countries around the world and may contain references to Events, Brands, Partners , and Content that are not available in your country. These references do not imply that Onbrand intends to announce such Events, Brands, Partners and Content in your country. The Platform is controlled and offered by Onbrand from its facilities in the United States of America. Onbrand makes no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other countries do so at their own volition and are responsible for compliance with local law.
Use of the Platform
1. Updates. You acknowledge and agree that we may update, suspend, or discontinue all or any portion of the Platform with or without notifying you. Any future release, update or other addition to the Platform shall be subject to the Agreement.
2. Certain Restrictions. The rights granted to you in these Terms are subject to the following Terms. You shall not:
  1. License, sell, rent, lease, transfer, assign, reproduce, distribute, or otherwise commercially exploit the Platform or any portion of the Platform, including the Site;
  2. Frame or utilize framing techniques to enclose any trademark, logo, or other services (including images, text, page layout or form) of the Platform;
  3. Use any metatags or other “hidden text” using Onbrand name or trademarks;
  4. Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law;
  5. Except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit the Platform in any form or by any means; and
  6. Remove or destroy any copyright notices or other proprietary markings contained on or in the Platform.
3. Conduct. You may not use the Platform for any purpose that is prohibited by these Terms or by applicable law. You shall not (and shall not permit any third party) to either take any, or submit, e-mail, transmit, or otherwise make available (“Make Available”) any Content on or through the Platform, that:
  1. Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity;
  2. Is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane, or racially, ethnically, or otherwise discriminatory;
  3. Constitutes unauthorized or unsolicited advertising, junk, or bulk e-mail;
  4. Involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes, without Onbrand’ s prior written consent;
  5. Impersonates any person or entity, including any employee or representative of Onbrand;
  6. Interferes with or attempts to interfere with the proper functioning of the Platform or uses the Platform in any way not expressly permitted by these Terms;
  7. Transfers your Account and username to another party without our consent;
  8. Bypasses our robot exclusion hardware, interferes with the working of the Platform, or imposes an unreasonable or disproportionately large load on our infrastructure.
  9. Uses the Platform to collect, harvest, transmit, distribute, or submit any information concerning any other person or entity, including without limitation photographs of others, personal contact information or credit card, debit or calling card, or account numbers without their permission.
  10. Takes any action that may undermine our feedback or ratings systems.
  11. Breaches or circumvents any laws, third party rights, or our systems, policies, or determinations of your account status;
  12. Uses a photograph of another person without that person’s permission; or
  13. Attempts to engage in or engages in, any potentially harmful acts that are directed against the Platform, including but not limited to violating or attempting to violate any security features of the Platform, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Platform, introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, Service Provider or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Platform.
4. No Solicitation. You may not use the Platform to solicit, advertise for, or contact in any form, users for any purpose not related to the Partner relationship and activity(ies) that are sponsored through the Platform. You may not use the Platform to collect e-mail addresses or other personal or contact data of Partners or Brands or Attendees at events by electronic or other means.
5. Communications from Onbrand. By entering these Terms or using the Platform, you agree to receive transactional communications from us, including via e-mail or text message. Communications from us and our affiliated companies may include but are not limited to operational communications concerning Partners, Brands, or your other use of the Platform or updates concerning new and existing features on the Platform. We may also send promotional messages via email. We will seek your permission prior to sending promotional messages via text.
6. Investigations and Monitoring. If Onbrand becomes aware of any possible violations by you of the Terms, Onbrand reserves the right to investigate such violations. If, as a result of the investigation, Onbrand believes that criminal activity may have occurred, Onbrand reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Onbrand is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Platform, including Your Content (defined below), in Onbrand’ s possession in connection with your use of the Platform, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Agreement, (3) respond to any claims that Your Content violates the rights of third parties, or (4) protect the rights, property or personal safety of Onbrand, its Participants, or the public, and all enforcement or other government officials, as Onbrand in its sole discretion believes to be necessary or appropriate. By entering these Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation text, voice, or video communications.
Fees

Relevant Fees are listed in the Supplemental Terms.

Responsibility for Content
1. Types of Content. You acknowledge that all Content is the sole responsibility of the party from whom such Content originated. This means that you, and not Onbrand, are entirely responsible for all Content that you make available to Onbrand for use on or in connection with the Platform (“Your Content”), and that you and other Participants, and not Onbrand, are similarly responsible for all Content that you and they make available through the Platform or. Onbrand is not responsible for Partner activity and Brand Content. Onbrand has no responsibility or liability for the deletion or accuracy of any Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Platform.
2. No Obligation to Pre-Screen Content; Enforcement. You acknowledge that Onbrand has no obligation to pre-screen Content (including, but not limited to, Partner(s), Partner activities and Brand Content), although Onbrand reserves the right to: (1) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (2) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for Onbrand; and/or (3) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Ownership
1. Ownership of the Platform. The Platform, and the information and Content available on the Platform are protected by copyright laws throughout the world. Except with respect to Partner Content and Brand Content, you agree that Onbrand and its suppliers own all rights, title, and interest in the Platform (including but not limited to, any computer code, themes, objects, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and software). Onbrand, its suppliers and its service providers reserve all rights not granted in the Agreement.
2. Trademarks. Onbrand’ s stylized name and all related graphics, logos, service marks and trade names used on or in connection with the Platform are the trademarks of Onbrand and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Platform are the property of their respective owners.
3. Content.
  1. License. You hereby grant Onbrand a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully transferable and sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, reformat, create derivative works based upon, adapt, publicly perform, publicly display, and otherwise use Your Content (in whole or in part) (i) for the purposes of operating and providing the Platform to you and to our other Participants, (ii) to exercise our rights under these Terms, and (iii) if you are a Brand, for purposes of listing and advertising, marketing, promoting, and distributing your Sponsorship and Goods both on and off of the Platform
  2. Representations and Warranties. You represent, warrant, and covenant that (a) you own, or have rights sufficient to grant the rights granted to us in these Terms with respect to all Content provided to us, (b) Content will be accurate and complete and will not be misleading or fraudulent, and (c) Content does not and will not infringe, violate or misappropriate any third party’s proprietary or intellectual property rights, including without limitation any copyright rights or trademark rights or rights of privacy or publicity. You hereby acknowledge and agree that Onbrand shall own all right, title and interest in and to any derivative works of the Content created by or on behalf of Onbrand, and hereby assign to Onbrand any and all right, title, or interest that you may have to such derivative works.
4. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Onbrand (“Feedback”) is at your own risk and that Onbrand has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Onbrand a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform and/or Onbrand’ s business.
Indemnification

You agree to indemnify and hold the Onbrand Parties harmless from any injuries, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your violation of these Terms; (c) your violation of any rights of another party, or injury or illness you cause to any third party, including any Participants; and/or (d) your violation of any applicable laws, rules, or regulations. Onbrand reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Onbrand in asserting any available defenses. You agree that the provisions in this section will survive any termination of the Agreement and/or your access to the Platform.

Brand shall indemnify, defend, and hold harmless Onbrand from any third-party claims arising from (i) Brand’s provision of incorrect or misleading recipient data, (ii) Brand’s unauthorized use of the platform, or (iii) Brand’s failure to comply with applicable regulations related to product sampling or promotions. Brand’s indemnification obligations shall not apply to claims arising from Onbrand’s breach of this Agreement, gross negligence, or willful misconduct.

Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising out of such indemnifying party’s breach of the Agreement or applicable law.

Disclaimer of Warranties and Conditions
1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM, THE CONTENT THEREIN, ANY SERVICES PROVIDED BY Onbrand (COLLECTIVELY, “Onbrand MATERIALS”) IS AT YOUR SOLE RISK, AND THE Onbrand MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE ONBRAND PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE ARISING FROM USE OF THE Onbrand MATERIALS.
2. NO WARRANTY. THE Onbrand PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE Onbrand MATERIALS WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE Onbrand MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ONBRAND MATERIALS WILL BE ACCURATE OR RELIABLE. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE PLATFORM, AND OPERATION OF THE PLATFORM OR ANY GOOD, EXPERIENCE, OR EVENT OFFERED OR PURCHASED THROUGH THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. THE ONBRAND MATERIALS MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. ONBRAND MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO THE ONBRAND MATERIALS, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE ONBRAND MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ONBRAND OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
3. CONTENT. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM OR MADE AVAILABLE THROUGH AN Partnership EVENT IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON OR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM OR ANY EXPERIENCE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT OR ATTENDING AN EVENT.
4. Notwithstanding anything to the contrary, Onbrand represents and warrants that: (i) the Platform will perform in a reliable manner consistent with applicable industry standards and any published documentation; (ii) it has implemented and will maintain appropriate technical and organizational measures to protect any Brand Data, and will comply with all applicable privacy and data protection laws (including but not limited to the GDPR and CCPA); (iii) the Platform does not contain and will not knowingly introduce any viruses, malware, or other malicious code; (iv) Brand content and product listings will not be altered, removed, or overwritten without Brand’s prior written approval; and (v) any integrations with Shopify or other fulfillment platforms will be maintained in a commercially reasonable manner.
Limitation of Liability
1. Disclaimer of Certain Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL THE ONBRAND PARTIES BE LIABLE TO YOU, A PARTICIPANT, OR ANY OTHER PARTIES FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR PUNITIVE DAMAGES, INCLUDING COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER LOSS INCURRED BY YOU, A PARTICIPANT, OR ANY OTHER PARTY IN CONNECTION WITH YOUR USE OF THE ONBRAND MATERIALS OR YOUR OFFERING OF OR PARTICIPATION IN ANY EXPERIENCE, IN EACH CASE WHETHER OR NOT ONBRAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Maximum Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, THE ONBRAND PARTIES WILL NOT BE LIABLE TO YOU, A PARTICIPANT, OR ANY OTHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM OR ANY EXPERIENCE OR EVENT SPONSORSHIP BOOKED OR OFFERED THEREIN FOR ANY AMOUNT GREATER THAN ONE HUNDRED DOLLARS ($100). ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE ONBRAND MATERIALS AND YOUR OFFERING OF OR PARTICIPATION IN AN EXPERIENCE MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS OF THE EVENTS GIVING RISE TO THE CLAIM.
3. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ONBRAND AND YOU. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THESE TERMS ABSENT SUCH PROVISIONS.
4. Exceptions and Survival. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, ONBRAND’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT ALLOWED BY LAW. The limitations set forth in Section XI will survive termination or expiration of these Terms and apply even if any limited remedy specified in these Terms is found to have failed its essential purpose.
5. THIRD PARTY CONTENT AND SERVICES The Platform may advertise, offer, or make available information, content products and/or services provided by third parties, and certain features of the Platform are operated by third parties on our behalf (“Third Party Services”). When purchasing or using a product or service that is offered by or operated by a third party, you shall be subject to any terms of use, policies, or other agreements of the third party offering or operating such Third-Party Services, as well as the Terms. Third Party Services are provided solely for your convenience, and we make no representations or warranties regarding any Third-Party Products and take no responsibility and assume no liability for any Third-Party Services. By making Third Party Services available on or through the Platform, we are not implying endorsement or responsibility for such Third-Party Services.
6. HYPERLINKS The Platform may contain links to other websites that are not maintained or controlled by us (each a “Linked Site”). You acknowledge and agree that we are not responsible for the availability of any external services, products or materials offered on Linked Sites. Such Linked Sites are not monitored or checked for accuracy or availability. We are not responsible for the content posted on any Linked Site accessed through the Platform or any third-party applications or software made available through a Linked Site. By including a Linked Site on the Platform, it does not imply endorsement thereof by us. You further acknowledge and agree that we shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any materials on or available from such services and websites. You are responsible for viewing and abiding by the terms of use and privacy policies of any Linked Sites posted on their websites.

Term and Termination.
1. Term. These Terms commence on the earlier to occur of (1) the date you first used the Platform or (2) the date you accepted these Terms. These Terms will remain in full force and effect while you use the Platform, unless earlier terminated (the “Term”).
2. Suspension of Use of the Platform and Enforcement. Onbrand reserves the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; and/or to terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation any violation of these Terms. Onbrand shall have the right, in its sole discretion, to remove any of Your Content or an Experience listing for any reason (or no reason), including if such Content violates these Terms or any applicable law.
3. Termination by Onbrand. Onbrand may terminate these Terms for any reason (or no reason) by notifying you in the Platform. You may terminate these Terms by deactivating your Account and/or ceasing to use the Platform. Without prejudice to the rights of termination set out hereunder, Onbrand may elect to immediately take any one or more of the following steps either in lieu of, or as a precursor to, its termination of these Terms (defined collectively as “Deactivation”): (1) deactivation of your Account; and/or (ii) removal of any or all of Service Provider’s Experience listings. References in these Terms to rights and obligations of a party in connection with “termination” shall be deemed to include Deactivation, and post-termination obligations shall apply equally to Service Provider for the duration of any such Deactivation.
4. Effect of Termination. Upon any termination or expiration of these Terms: (1) you will immediately cease all access to and use of the Platform and other services, technology, content, and/or materials provided by Onbrand to you under these Terms; (2) Service Provider shall cease to have any right to make Service Provider’s Experiences available through the Platform; and (3) Onbrand may maintain access to information provided by your or otherwise generated through your use of the Platform. Provisions that by their nature should survive, shall survive the termination of these Terms.
General Provisions.
1. Electronic Communications. Communications between you and Onbrand may take place via electronic means, whether you visit the Site or send Onbrand e-mails, or whether Onbrand posts notices on the Platform or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Onbrand in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Onbrand provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
2. Assignment. These Terms and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you, whether by action, inaction, choice of law or otherwise, without Onbrand’ s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
3. Force Majeure. Neither you nor Onbrand shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, weather, criminal acts of third parties, natural disaster, contagion, epidemic, pandemics, government created quarantine conditions or any other act or order of any governmental
4. Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to the Platform, please contact us at: support@onbrand.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
5. Communication. When you communicate with us through the Platform (including contacting us via the “contact us” section of the Platform or communicating with us via the live chat feature of the Platform) or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
6. Governing Law and Venue. THE TERMS AND ANY ACTION RELATED TO THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THESE TERMS MUST BE BROUGHT IN A STATE OR FEDERAL COURT IN DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT IN ANY SUCH ACTION OR PROCEEDING. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
7. Dispute Resolution

The parties agree that any disputes arising under this Agreement shall first be subject to good faith negotiation and, if unresolved, to confidential mediation. Any subsequent arbitration may occur in a mutually agreeable location. The parties waive any right to pursue disputes via class action.

Copies of the current rules, and forms and instructions for initiating arbitration may be obtained by contacting the American Arbitration Association at using the contact information noted below.

American Arbitration Association

Website: www.adr.org

The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms, in which case these Terms will prevail. Those procedures and rules may limit the discovery available to the parties. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party's attorneys, experts, and witnesses, and other expenses, provided that Onbrand may recover its attorney’s fees from Brand if Onbrand is the prevailing party or is otherwise permitted to do so by these Terms. The arbitrator's award is final and binding on the parties.

Notice. Where Onbrand requires that you provide an e-mail address, you are responsible for providing Onbrand with your most current e-mail address. If the last e-mail address you provided to Onbrand is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, Onbrand’ s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Onbrand at the following address: support@onbrand.com Such notice shall be deemed given upon transmission to the address. When you communicate with us through the Platform (including contacting us via the “contact us” section of the Platform or communicating with us via the live chat feature of the Platform) or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Export Control. You may not use, export, import, or transfer the Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Platform, and any other applicable laws. In particular, but without limitation, the Platform may not be exported or re-exported (1) into any United States embargoed countries, or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Platform, you represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (2) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services or technology provided by Onbrand are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations.
Entire Agreement. The Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Relationship of the Parties. These Terms will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; and the parties will at all times be and remain independent contractors.
Remedies. Any remedies provided in these Terms are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

Payments Through the Platform.
1. Third Party Payments Provider. Payment processing for all Fees and dues through the Platform will be performed by Onbrand’ s third-party payment processor (“Payment Processor”) - e, g, Stripe, Inc. Payment Processor will provide services such as credit/debit card acceptance, merchant settlement, and related services. Your use of the Platform and the payment processing provided by the Payment Processor is subject to Payment Processor Agreement Terms and Conditions. As a condition of using the Payment Processor’s payment processing, you must provide accurate and complete information, and you authorize us to share this information with the Payment Processor and to charge your payment method for all amounts that may become due under these Terms. All bank, credit card, or other payment information is sent directly to and stored with the Payment Processor using its security protocols. We do not store your payment information on our systems and shall not have any responsibility for the safety or security of that information. Your use of the Payment Processor’s payment processing is conditioned upon your compliance with the Payment Processor Agreement, and if the Payment Processor Agreement is terminated by the Payment Processor, you may not be able to use the Platform, or you may have your use of the Platform suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
2. Taxes and Expenses. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Platform and for including any applicable Taxes to be collected or obligations relating to Taxes in your Partnership confirmed proposal including Event Listing proposal. You agree that it is your sole responsibility to, and that you will, collect and remit the correct amounts of all such Taxes to the applicable governmental authorities. Notwithstanding the foregoing, Onbrand reserves the right to collect and remit any Taxes on Sponsorship Fees or in connection with any other payment processing fees that Onbrand is legally required to collect and remit by the applicable taxing authority. In the event that Onbrand is required to collect and remit any such Taxes, you will be responsible for paying such Taxes, and agree that Onbrand may invoice you and you agree to pay such Taxes. You also acknowledge and agree that you are solely responsible for all costs and expenses incurred in connection with your use of the Platform.
3. Unless otherwise stated on the Platform at the time a Proposal is made, the amounts paid by Brands and Partners do not include any Sales Tax that may be due in connection with any Fees. If we determine we have a legal obligation to collect Sales Tax for any Fees, we shall collect such Sales Tax in addition to the amounts required under these Terms. If any payments for any Fees under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify us for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

SUPPLEMENTAL TERMS: CODE OF CONDUCT

Effective Date: 4/6/2025

This Code of Conduct supplements the Onbrand Terms of Service and is part of the Terms. All capitalized terms used herein but not defined have the meaning set forth in the Terms.

Respect and Empathy for Others. Act respectfully and appropriately for the environment you are in, whether while interacting with the Platform or during an Event. Avoid personal insults and attacks, bullying, and violence of any kind, whether during an Event or when otherwise interacting with the Platform.
Authenticity. Don’t lie, mislead, or misrepresent the work of others as your own. Only share Content through our Platform or at Events and in any Partnership proposal that is original to you. If you don’t have permission to share it, don’t. Avoid using Content taken from somewhere else, including anything that violates intellectual property rights. If you’re leaving feedback or a review, remember that what’s most helpful is what’s factual, not fabricated or exaggerated.
Follow the Rules. Follow all rules that may apply to your Event and /or Partnership, whether that means Onbrand’ s Terms or any applicable law or regulation at the local, state, or federal level, or the rules of any venue in which an offline Event is held.
Appropriate Content. Words, pictures, audio, video, or other content that is offensive, lewd, threatening, pornographic, exploits minors, harasses others, contains profanity or hate speech, targets Participants or other individuals in order to degrade, shame or insult them, or is otherwise inappropriate or harmful should not be included as part of an Event, Partnership review, or listing, and may be removed from the Platform by Onbrand. Additionally, it may lead to you being banned from further use of the Platform.
Promotional Content and Conflicts of Interest. Promotional content not expressly related to an Event and or Partnership , including external links and offers for other goods and other services, may be removed or deleted by Onbrand. Don’t promote your own site or your own business.
Privacy. Don’t engage in any behavior that invades the privacy of others, including capturing or sharing any personally identifiable information without consent.
Relevant. Anything you share should be relevant to the Partnership , Event or the Platform. Avoid spamming, including deceptive and misleading Content.

SUPPLEMENTAL TERMS: PARTNER TERMS

Last Updated: 4/6/2025

This Partnership Agreement and the rights and obligations contained in this Partnership Agreement are in addition to and incorporated into the Onbrand’ s general website Terms of Service (the “Terms”). Nothing in this Partnership Agreement will be deemed to modify, waive, amend, or rescind any other term of the Terms. To the extent there is any conflict between this Partnership Agreement and the Terms, the terms of the Partnership Agreement will govern. Any capitalized terms not defined herein have the same meaning set forth in the Terms.

Certain Definitions :

Refer to Definitions in para I A Definitions in the Terms of Service.

What Onbrand Does

Onbrand provides a software Platform for brands to manage their sponsorship opportunities for multiple types of partnerships. Partners can also use Onbrand’ s brand network to find additional sponsorship opportunities. Onbrand enables Brands to select Partnership(s) to sponsor (for their product sampling and/or cash for advertisements to promote their products and brand) and by allowing Partners to submit sponsorship Proposals to Brand(s). None of the events, activities related to Partnership Proposals listed on the Platform are operated by Onbrand, and no Partnership Proposal(s) and offer(s) submitted to Onbrand belong to Onbrand. Onbrand has no responsibility for communications, transactions and/or other interactions between Partners and Brands; except where a Brand has authorized Onbrand to manage their partnership requests queue and selection process based on services criteria defined by the Brand.

In addition to the above, Onbrand also provides specific Onbrand Partner Management Software to the Brands listed on the Onbrand site. This Onbrand’ s inbound Brand Management Software allows Brands to streamline all Partner sponsorship requests into one easily accessible dashboard for Brand consideration and management of Partner sponsorship. Brands can filter requests to meet their brand needs and communicate directly with Partners on the platform to align on sponsorship fit for the specific Partner Proposals. The Brand makes the ultimate decision on final selection of the opportunity they want to pursue. In specific cases they may delegate this selection criteria to Onbrand who will execute on its behalf to select or deselect the partnership request based on services criteria defined and agreed by the Brand. . Only the Brands have access to this Partner Management Software feature on the Onbrand platform. The Partner Management Software helps specific Brand to collect insights and data on all the partnership requests submitted to the Brand.

Partner Proposal(s)

As a potential Partner you may create a Partner Proposal. You will be required to provide certain information including the location, expected attendance, availability of specific events/activities for sponsorship, product sampling minimum and maximum quantities that can be distributed for product-in-kind and details of any events available for cash sponsorships etc.

Partner Profile

As a potential Partner you will list your personal profile on Onbrand upon registration to the Onbrand Site. Brands may review your profile as part of their selection process for sponsoring any Proposals submitted by you.

Proposals

Through the Platform, Partner(s) can submit Proposal(s) to Brand (s) for consideration of Brand sponsorship. Brands can then decide whether to sponsor any of the suggested Partnerships. Brands can connect with the Partner(s) directly to discuss a specific sponsorship proposal. Once a Brand decides to formally sponsor an event (s) , the Brand will inform the Partner details of all aspects of the sponsorship and terms of delivery , payment (if any) , product shipment, cancellation etc. Once the Partner accepts sponsorship proposal from a Brand it agrees that : (i) the proposal may not be revoked or canceled (except as set forth below), (ii) that a binding contract is formed, and (iii) to unconditionally honor and fulfill all terms, conditions and restrictions contained in the applicable confirmed Proposal.

As enhanced service Onbrand may be provide Partner(s) a listing of Brand(s) which are not yet registered on the Onbrand Platform as potential Brands which may sponsor a Partners Proposal . If a Partner chooses to direct their Proposal to such a Brand(s); Onbrand shall forward the Partner Proposal to the chosen Brand(s) via e-mail .

The Partner will be required to provide "Acceptable Proof of Performance Photos" evidencing the distribution of Brand’s product in accordance with the terms of the Proposal and/or evidence of sponsorship of cash , if relevant. Criteria and terms of payment by the Brand will be agreed between the parties as part of the detailed Proposal or agreement between the Partner and Brand. Onbrand will have no say and/or any liability for this agreement In addition, Onbrand can and will manage the above Partnership relationship on behalf of the Brand if the Brand authorizes Onbrand to act on its behalf by selecting Proposals bases on service criteria defined and agreed with the Brand(s). In such cases Brand(s) continue to be fully responsible for all aspects of the agreed Proposal . Onbrand , apart from facilitating the selection process via its software, has no responsibility for any of the terms of the agreement between the Brand and the Partner related to any specific Proposal.

Partner acknowledges and agrees that Onbrand is not responsible for any part of an actual or potential transaction including the quality, condition, safety or legality and accuracy of Brand Sponsorship or Proposals, or the ability of the Brands to exercise and/or deliver the sponsorship rights and benefits contained in a confirmed Proposal. By creating a Partner Proposal, and/or accepting a Brand Proposal, Partner further agrees that:

You comply with all applicable federal, state, and local laws, regulations, rules and ordinances in connection with your Proposal. When listing an activity for sponsorship you agree that the activity is not violating any state or federal laws, other conflicting sponsorship agreements;
You will not use the Platform for any illegal or immoral purposes, or for any purpose that is reasonably likely to reflect negatively on Onbrand or any Brand;
Onbrand is not responsible for any damage to persons or property at any of your activities;
You will accept a Brand Proposal only after you have obtained all necessary consents and authorizations needed to do so;
You will obtain any necessary licenses and permits required for your activity. You agree that you will submit timely applications for such permits and ensure that your activity conforms to the requirements and limitations imposed by any applicable permitting process and regulation;
You will abide by all terms and grant all rights stated in the confirmed Proposal, including without limitation to grant the rights to use the activity name and likeness in the Brand’s advertising and promotion;
Terms of Partner Proposal cannot be changed after a Proposal has been agreed by the Brand.
You agree to respond promptly and completely to requests from Onbrand for additional information that Onbrand deems necessary to determine your authority to act on behalf of your applicable legal entity or organization;
Prior to accepting a Proposal, Partners agrees to disclose any restrictions applicable to the proposed activity, including without limitation, filming restrictions, food/beverage policies or permit requirements, and data collection. If no such restrictions are communicated, Partner acknowledges and agrees that it shall be considered a representation that no such restrictions exist. In the event that data is collected from individuals at activities Partner discloses such data with Brand, Partner represents and warrants that such data collection and/or data disclosure shall be in accordance with applicable data privacy and security laws and regulations. Partner shall not provide personal information of such individuals to Onbrand nor will Onbrand have access to such information.

Product Sampling Requirements

The Partner shall inspect Brand’s products upon delivery to ensure the product has not expired and notify Brand of any defects or damage within 24 hours of receipt of such product. Failure to notify Brand constitutes Partner’s acceptance of Brand’s product.
If the Partner does not distribute all of Brand’s products during the activity in accordance with the applicable Proposal, Partner shall notify the Brand of the number of such undistributed products. Partner shall not sell or transport such undistributed products. Partner shall either return all such undistributed products to Brand, retain such product for alternative use (upon written consent of Brand), or destroy or properly dispose of any such undistributed product, at Brand’s direction.
Partner shall secure Brand’s products in controlled, sanitary, and suitable storage to ensure its integrity and safekeeping; segregate such products from other non-consumable items and away from hazardous materials, garbage and waste; and clearly and conspicuously label such products as Brand’s property.
Unless it is not reasonably possible to do so, Partner shall maintain accurate records documenting the flow of all of Brand’s products from the time Partner accepts custody or control of such products, until such time as Brand’s products is distributed, so Partner can trace Brand’s product recipients within 24 hours of a request from Onbrand or Brand.
Partner bears all risk of loss of Brand’s products while in Partner or its representatives’, agents’, or subcontractors’ possession, including but not limited to, loss due to theft, contamination, or infestation. Brand retains title to Brand’s products until distributed by Partner. The Partner shall keep Brand’s products free and clear of any liens, claims, security interests and other encumbrances. Partner shall not be deemed a dealer, retailer, reseller, merchant distributor, consignee, seller or drop shipper of Brand’s products and shall not sell, resell, or otherwise distribute any of Brand’s products except as expressly permitted in this Agreement.
Partner agrees that its performance of this Agreement, the activity (ies), and its storage, control, handling, and distribution of Brand’s products will comply with applicable federal, state, and local laws, rules, orders, and regulations.
Unless otherwise specifically permitted in writing by Brand, Partner is to distribute Brand’s products to the target audience for free, meaning that Partner shall not charge any cost, price, or fee to such target audience in connection with the distribution of Brand’s products as contemplated by this Agreement.

Partner Fee(s).

Onbrand may charge Partner/ for listing a Proposal on the platform. This Fee could be subscriptions, membership fee, promoted proposals fee, advertising, one time listing, insights, management services, and more. Fees depend on may be waived or changed as needed at the sole discretion of Onbrand management. Partner Fee(s) once charged are not refundable.

Cancellation by Brand and or by Partner/Event Planner

Brand and the Partner will agree in the Partner Proposal any terms related to cancellation of either the sponsorship by the Brand or the event by the Partner. Onbrand will have no say on any terms related to such cancellations by either party.

Onbrand additionally has the right to cancel any Partner Proposal at any time for security or fraud-protection purposes.

Intellectual Property

Without limiting anything contained in the Terms, you explicitly acknowledge and agree: (i) that you may not use any trade name, trademark, service mark, logo, commercial symbol, copyright or any other intellectual property or proprietary rights (collectively, “Intellectual Property”) of any Brand or other User or Onbrand or any of its affiliates or contractors in any manner without prior written authorization of such use by Onbrand or the applicable third party owner, and Onbrand and/or the applicable third party retain all right title and interest in and to the same; and (ii) that you hereby grant Onbrand and its agents and designees the perpetual, irrevocable right and license to use any Intellectual Property that is provided by you, including but not limited to your logo and/or trademark and any photograph or other content provided by you in connection with the operation of the Platform or the provision of Services, including without limitation in marketing and promotion of Partner event(s), the Brand services, Partnership(s) , and/or Brands. You explicitly acknowledge and agree to this grant of rights includes the right for Onbrand to use your logo and/or trademark on the Platform as a current or past user of the Platform. For the avoidance of doubt, (a) any videos, photographs, images or other content of or relating to the Partner event/activity that you submit or provide to Onbrand or Brand shall be deemed your “User Content” hereunder whether submitted by you through the Platform or otherwise and all terms relating to “User Content” shall apply to such content, notwithstanding any other provision to the contrary and (b) foregoing Intellectual Property license granted by you shall also apply to any User Content, in addition to any other rights or licenses granted by you in connection with the User Content.

Onbrand’ Role and Disclaimers

You understand and agree that nothing in this Partner Agreement or the Terms will make Onbrand an employer, employee, partner, agent or representative of you or vice versa. Onbrand, as the provider of the Platform, only facilitates transactions between Partners and Brands and does not own, create, sell, provide, control, manage, offer, deliver, or supply any event(s), partnership materials ), nor is Onbrand a Brand or sponsoring party of any event/activity.

You are solely responsible for keeping your Partner Proposal and Partner Profile up to date, accurate, and for all information and content. Onbrand assumes no responsibility to verify Partner Proposal and/or Partner Profile, or the accuracy of the contents of any Partner Proposal and /or Partner Profile. You, the Partner, is solely responsible for the production, presentation, promotion, and all other elements related to your Proposal and Partner Profile.

Additionally, all Brand Sponsorship and Offers are the sole responsibility of the applicable Brand including where Onbrand acts to make proposals on behalf of the Brands. As such, Onbrand does not guarantee:

The truth or accuracy of the information, copy, images or other content and materials contained in any Brand Sponsorship Opportunity ;
The existence, quality, condition, safety, or legality of any Brand Sponsorship Opportunity advertised on the Platform or booking made through the Platform;
The performance of any part of an actual or potential transaction between Users, or the ability of any Brand or other User to perform or actually complete a transaction;
Any Brand’s compliance with any applicable laws, rules, and regulations in connection with their sponsorship of any Event; or
That any agreement made through Platform will take place on the agreed upon dates and times, or that the sponsorship rights and benefits sold will be delivered as described in an accurate or satisfactory manner.

Onbrand is not responsible for, any may not be held liable for, any Brand’s acts or omissions in connection with a Brand’s performance or non-performance of the terms contained in a confirmed Proposal, and/or compliance with Partner rules and restrictions. Onbrand does not make any endorsement, certification or guarantee that any Brand is trustworthy, safe or suitable. Onbrand has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any other third parties, including all Brand’s and any other third parties assisting Brands with their sponsorship. A Partner assumes all risks associated with its events/activities and forever and irrevocably releases, waives and discharges any claim, demand or cause of action that Partner (or anyone who obtains rights from or through Partner) may have at any time against Onbrand, for any loss, liability, damage, cost, expense, property damage, bodily injury, illness or death, incurred or suffered by Partner, or any of its officers, directors, owners, members, managers, employees, contractors, agents, representatives or guests while participating in any activities associated with or ancillary to the event(s)/activity(ies).

Notwithstanding the foregoing, you acknowledge and agree that if the Platform or Onbrand provides professional information or recommendations, such information is for informational purposes only and should not be construed as professional advice. No decision or other action should be made based on such information and no fiduciary or other privileged relationship exists between you and Onbrand. Any use or reliance on any content or other materials made available via the Platform or obtained by you through use of the Platform is at your own risk. We disclaim all liability arising from any reliance placed on such materials. You will exercise and rely solely on your own skill and judgment in your use and interpretation of the information and use of the Platform.

You acknowledge and agree that, as a Partner, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who work at or are otherwise present at any activity related to your proposal at your request or invitation. Onbrand does not, and shall not be deemed to, direct or control you generally or in your use of the Platform or performance of obligations and/or relations with other users. You acknowledge and agree that you have complete discretion whether to create Partner Proposal(s), submit inquiries, accept offers, or otherwise engage in other activities on the Platform. You acknowledge and agree that, as a Partner, you or any of your representatives are responsible for any damage to any property of any Brand, event attendees, or other third parties;

By submitting an inquiry and/or posting a Partner Proposal via the Platform, you acknowledge and agree that Onbrand may, at its sole discretion, undertake additional efforts to help you find a Brand Sponsor as part of our Services. An Onbrand representative may contact you for more information about your interests or may reach out to Brand(s) details and availability on your behalf, including Brand(s) not actively listed on the Platform, however you acknowledge and agree that Onbrand is under no obligation to do any of the above.

Additionally, you acknowledge and agree that to promote the Platform and to increase the exposure of Partner to potential Brands, Partner Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. Without limiting the generality of the foregoing, you understand, agree and acknowledge that by creating a Partner Proposal on the Platform, Onbrand may market your proposed activity through its website or its social media accounts.

Onbrand does not guarantee that your Partner Proposal will appear in any specific order in search results on the Platform. Search orders will fluctuate based on a variety of factors. Onbrand reserves the right to apply various search algorithms or to use methods to optimize results for the Brands’ experiences and the overall marketplace. .

Finally, Onbrand does not guarantee or in any way commit to any obligation that your Proposal will be selected by a Brand or any Brand for sponsorship. Onbrand Platform ensures that your Proposal is submitted to the Brand . Brands may or may not decide to accept your Proposal at their sole discretion.

Non-Exclusive Remedies; Collections

Onbrand reserves the right to pursue any late and unpaid amounts due and owing to Onbrand for collections if such amounts are not paid by the due date. In addition, Partner(s) agrees to reimburse Onbrand promptly and fully upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys' fees, and expenses, incurred by Onbrand in collecting past due amounts or any other amounts due and owing from Partner under this Partner Manager Agreement, the Terms or any or other applicable agreement between Onbrand and Partner. Notwithstanding any provision to the contrary, Partner agrees that if Onbrand must seek collections for past due amounts and Partner does not respond or pay in full after receiving a collection notice, Onbrand reserves the right to pursue outstanding balances through judicial proceedings, and in such case that Onbrand chooses to exercise such right, then such actions are expressly excluded from any arbitration provisions set forth in the Terms.

SUPPLEMENTAL TERMS: BRAND TERMS

Last Updated: 04/06/2025

These Brand Terms (“Brand Agreement”) and the rights and obligations contained in this Brand Agreement are in addition to and incorporated into the Onbrand general website Terms of Service (the “Terms”). Nothing in this Brand Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms. Any capitalized terms not defined herein have the same meaning set forth in the Terms; otherwise, the definitions herein shall apply.

Certain Definitions

Refer to Definitions n para I A in the Terms of Service

Binding Agreement

The following, along with the Terms, sets forth the terms and conditions upon which you as a Brand (“Brand” or “you”) can use and access the Platform. By accepting this Brand Agreement, you agree to the terms of this Brand Agreement without modification and enter a binding contract with Onbrand which will be applicable to you when and if you use and access the Platform as a Brand. This Brand Agreement will be binding unless we enter into a separate written agreement explicitly superseding this Brand Agreement. By using and accessing the Platform as a Brand at any time after the posting of this Brand Agreement to the Platform, you acknowledge and agree this Brand Agreement supersedes any agreement(s) previously entered between Brand and Onbrand related to the subject matter herein.

What Onbrand Does

As Brands’ use of Onbrand Platform evolves, Brands may request Onbrand to integrate with their internal software platform(s) and web interfaces to provide a seamless operation of their partnership requests and management. Onbrand provides such integration on a case-by-case basis. Onbrand software can also integrate with Brand warehouse and shipping software systems such as Shopify to enable direct shipping of products to the selected Partner(s) once agreement is reached between the Brand and the Partner for the sponsorship.

In all such cases Brands maintain the final responsibility and liability related to accurate shipment of products for the agreed activity(ies) as well as quality and performance of the products. Onbrand software is an enabler to streamline and automate key Brand operations related to their Partner management process. Brands accept that the Onbrand suite of software is a tool and that Onbrand does not provide any warranties related to selection of Proposals, Partners , timely shipping of products , product quality and /or performance by Partners to terms agreed in their Proposals.

Brand acknowledges and agrees that Onbrand is not responsible for any part of an actual or potential transaction between Partner and the Brand , including the quality, condition, safety, or legality of the Partner activity(ies) advertised, the truth or accuracy of the Partner activity, or the ability for Brands to sponsor Partner Proposals and related activities. Onbrand has no control over the conduct of Partner, Partner activities and Brand’s product quality and uses and as such Onbrand expressly disclaims all liability arising from or related to any such transactions to the fullest extent permitted by law.

By agreeing to a Partner Proposal , Brand further agrees:

To comply with all applicable federal, state and local laws, regulations, rules and ordinances in connection with your agreement to a Partner Proposal and related activity;
not to use the Platform for any illegal or immoral purposes, or for any purpose that is reasonably likely to reflect negatively on Onbrand or any Partner;
To agree to a Partner Proposal only after you have obtained all necessary consents and authorizations needed for the Proposal;
You will obtain any necessary licenses and permits required for your sponsorship. You agree that you will submit timely applications for such permits and ensure that your sponsorship conforms to the requirements and limitations imposed by any applicable permitting process and regulation;
You will abide by all terms and grant all rights stated in the confirmed Proposal and agree to abide by any other terms and conditions of the Partner in connection with the sponsorship;
You understand that the information on the Platform, including photos and other representations, are not guaranteed to be current or accurate, and agree that Onbrand is not responsible for any discrepancy between a Partner Proposal and the actual activity relating to the Proposal.;
It is your responsibility to verify Partner Profile , any other Partner information and restrictions prior to sponsoring any Proposal and related activity;

Prior to shipping the product to Partner ,Brand agrees that it should provide any expiration dates for Brand’s product indicating when it is no longer safe to consume. If Partner receives expired or unsafe product Partner shall not be obligated to distribute Brand’s product; Brand, in such cases, shall be entitled to ship new products at its own expense and if Brand ships such new products within sufficient time , Partner shall distribute such new products per Partner Proposal terms.

You agree to respond promptly and completely to requests from Onbrand for additional information that Onbrand deems necessary to determine your authority to act on behalf of a company or organization. Onbrand may suspend or terminate your access to the Platform and your account if Onbrand has reason to believe that you are not authorized to act on behalf of a company or organization for whom you claim to be acting in connection with the Platform;

You are prohibited from collecting personal information from any third party(ies) at a Partner event unless otherwise authorized by the Partner. If data is collected from individuals at events and/or Partner discloses such data to Brand, Brand represents and warrants that such data collection and/or data disclosure shall be in accordance with applicable data privacy and security laws and regulations.
You acknowledge and agree that you may be required to enter into one or more separate agreements, waivers or terms and conditions before making a proposal.
If you are permitted to capture and/or otherwise create content at or otherwise in connection with a Partner event, you agree that you are responsible for obtaining any and all necessary clearances to use such content and agree to abide by any and all restrictions of use contained in your confirmed proposal or additional restrictions provided to you by Onbrand or each Partner.

If required by a Partner, and at your direction, you authorize us to enter into additional agreements with the Partner as a limited agent for you, a disclosed principal, solely as necessary to facilitate your sponsorship of the applicable Partner activity.

Brand Fee(s)

Brands will pay Onbrand a Fee for use of the Onbrand Partner Management Software. This Fee will vary depending on Onbrand’ s pricing at the time and may be a subscription, Brand software integration fee , price per sample, or other type of services. Onbrand has the right to amend its Fees per its business and marketing strategy . If Brand is on an annual contract then Onbrand has the right to update its Fee(s) annually and will inform the Brand (s) impacted at least 45 days in advance .

Refund and Cancellation

All Brand Fees must be detailed and agreed in advance in writing. Refunds shall be issued only if Brand demonstrates that the failure materially impacted Brand’s ability to use the Platform and Onbrand did not remedy the issue within a reasonable time. Any Brand Fees to be refunded shall be refundable on a pro-rata basis.

Ownership and Use of Brand Content

Onbrand may use Brand’s trademarks, logos, and other content for case studies, client success stories, and inclusion in a publicly available client list, provided such use does not misrepresent Brand’s endorsement. For all other marketing or promotional use, Onbrand will obtain prior written approval.

Onbrand shall not claim ownership of any derivative works based on Brand’s content or materials. Brand retains all right, title, and interests in its content, including modifications or combinations created through use of the Platform.

Brand Page and Content Control

Brand shall retain full editorial control over the content, branding, layout, and messaging displayed on its Brand page(s) and any associated content listings made available through the Onbrand platform, including but not limited to product descriptions, brand copy, promotional messaging, and qualification criteria for seeding or gifting workflows ; however Onbrand may update platform-wide features, design elements, or UX improvements that apply to all brands, provided such changes do not materially alter Brand’s messaging, product descriptions, or qualification criteria without Brand’s prior approval.

Onbrand shall implement reasonable technical controls to prevent unauthorized changes or overwrites of Brand content, whether manual or automated.

Cancellation by Brand and/or by Partner/Event Manager

All details relating to the terms for the cancellation of a Partner Proposal will be detailed in the Agreement between the Brand and the Partner as part of the agreed Partner Proposal. Onbrand will have no say in this and has no responsibility towards either party relating to any issues arising as a result of any such cancellation.

Onbrand additionally has the right to cancel any Partner event or activity and/or Brand Proposal at any time for security or fraud-protection purposes.

Termination Rights

Brand shall have the right to terminate the Terms and Brand Terms for convenience upon thirty 90 days' written notice, and for cause immediately upon notice in the event of (i) a material breach by Onbrand not cured within fifteen 15 days of written notice, or (ii) suspension of Platform functionality for more than fifteen (15) consecutive business days.

Fulfillment, Automation, and Platform Performance

Onbrand shall ensure that any tools, integrations, or automation provided under the Platform that are used in connection with product fulfillment (including but not limited to Shopify integrations, shipping workflows, and seeding automation) operate in a commercially reasonable and reliable manner. However, Onbrand shall not be liable for fulfillment errors resulting from third-party service outages, carrier delays, or Brand-provided incorrect recipient data.

Recipient Qualification and Targeting Accuracy

Onbrand does not qualify or verify the recipients of seeded products unless otherwise agreed in writing. However, if recipient information (including influencer, creator, or customer data) is imported or selected via Onbrand’s platform, Onbrand agrees to implement reasonable technical safeguards to prevent duplication, fraudulent entries, or noncompliance with Brand’s targeting rules defined in writing prior to any implementation. If Brand provides or imports recipient data into the Onbrand platform, Brand shall be solely responsible for the accuracy, compliance, and suitability of such recipients. Onbrand shall implement reasonable technical safeguards but shall not be liable for errors in Brand-provided recipient data.

Refunds for Failed Fulfillment

If Brand pays per-sample or incurs other fulfillment-related fees through Onbrand’ s platform and the associated fulfillment fails (due to system error, recipient misrouting, or automation failure)and the failure is identified as due to Onbrand provided software then Onbrand shall refund or credit the fees on a pro-rata basis. Refunds shall not apply if fulfillment failures result from Brand-provided incorrect data or any issues outside Onbrand’ s platform or control such as external carrier (such as Shopify etc) issues.
Nonrefundable fees shall not apply to instances of confirmed platform failure, integration outage, or fulfillment nonperformance not attributable to Brand.

Data Privacy and Personal Information

Onbrand may use aggregated, anonymized data from Brand’s campaign performance solely for analytics and platform optimization, provided that no personally identifiable information (PII) is disclosed. Onbrand shall not use such data for any purpose outside of providing services to Brand and shall implement reasonable security measures consistent with applicable privacy laws.

Intellectual Property

Without limiting anything contained in the Terms, you explicitly acknowledge and agree: (i) that you may not use any trade name, trademark, service mark, logo, commercial symbol, any other intellectual property or proprietary rights of any Partner or Onbrand (or any of its clients, affiliates or contractors) in any manner without prior written authorization of such use by Onbrand or the applicable third party owner, and Onbrand and/or the applicable third party retain all right title and interest in and to the same; and (ii) that you hereby grant Onbrand (and its agents and contractors) the perpetual, irrevocable, worldwide right and license to use your logo and/or trademark in connection with the operation of the Onbrand Platform and promotion of Onbrand functionality and Platform, including without limitation in marketing, advertising and promoting of the Platform, and/or Onbrand in any and all media. You explicitly acknowledge and agree that this grant of rights includes the right for Onbrand to use your logo and/or trademark on the Platform or off the Platform as a past user or client.

Onbrand’ Role and Disclaimers

You understand and agree that nothing in this Brand Agreement or the Terms will make Onbrand an employee or partner of yours or vice versa. Onbrand, as the provider of the Platform, only facilitates transactions between Partners and Brands and does not own, create, sell, provide, control, manage, offer, deliver, or supply any Partner information , nor is Onbrand the manager, owner or controller of any Partner activity or event.

All Brand and Partner Proposal related information available on the Platform is the sole responsibility of the Partner and the Brand. Partners are solely responsible for keeping their information and Proposals up to date and accurate. Onbrand assumes no responsibility to verify Partner Proposal information including Partner Profile information listed on Onbrand. Partners are solely responsible for the production, presentation, promotion, and all other elements of their Proposals and related activities. As such , you are solely responsible for assessing the suitability of any Partner Proposal. Onbrand has no control over the quality, suitability, or availability of any event, or over the reliability, integrity or conduct of any Partner. While we may take certain measures with a goal to avoid receiving false information and/or potentially fraudulent or other illegal activity of which we become aware, we assume no liability or obligation to take any such measures or actions.

As such, Onbrand does not guarantee:

The truth or accuracy of the information, copy, images or other content and materials contained in any Proposal, including without limitation any activity descriptions, pricing, amenities, attendance, capacity, location, and availability for sponsorship on specific dates;
The existence, quality, condition, safety, or legality of any Partner activity advertised on the Platform;
The Partner’s compliance with any applicable laws, rules and regulations in connection with any activity; or
That any activity listed in the Proposal will take place on the dates and times listed in the Proposal(if at all), or that the activity and the sponsorship rights and benefits purchased will be delivered as described in an accurate or satisfactory manner.

Onbrand is not responsible for and may not be held liable for any Partner’s acts or omissions in connection with any Partner proposal , including without limitation a Partner’s performance or non-performance of the terms contained in a confirmed proposal and/or otherwise. Onbrand does not make any endorsement, certification or guarantee that any Partner or any event is trustworthy, safe, or suitable. Onbrand has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties, including the Partner (s) and any other third parties assisting with any Partner activity. Brand assumes all risks associated with its participation in any Partner Proposal activity and forever and irrevocably releases, waives and discharges any claim, demand or cause of action that Brand (or anyone who obtains rights from or through Brand) may have at any time against Onbrand, for any loss, liability, damage, cost, expense, property damage, bodily injury, illness or death, incurred or suffered by Brand, or any of its officers, directors, owners, members, managers, employees, contractors, agents or guests while attending and/or participating in any activities related to Partner and/or Partner Proposal .

You acknowledge and agree that, as a Brand, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who work at or are otherwise present at the Partner Event(s) at your request or invitation. Onbrand does not, and shall not be deemed to, direct or control you generally or in your use of the Platform or performance of contractual. You acknowledge and agree that you have complete discretion whether to make proposals, or otherwise engage in other activities on the Platform. Should you, or any of your employees, contractors or other agents, cause damage to a Partner event venue and/or any property of the Partner, event attendees, or other third parties, Brand acknowledges and agrees that the Brand is solely responsible for such damages and shall be responsible for paying the costs of repair or replacement to the applicable party within ten (10) days of presentment of the evidence of costs.

Nothing in this section shall affect our right to change, limit or stop the provision of the Platform without prior notice.

Please note that if your Account is terminated, we do not have an obligation to delete or return to you any User Content you have posted to the Platform. Upon termination of this Brand Agreement for any reason, (i) Brand shall still owe any amounts due to Onbrand for any Proposals accepted prior to the effective date of termination (“Termination Date”); and (ii) Onbrand shall pay Brand any refund amounts owed to Brand in accordance with the terms of the “Payments, Late Fees and Cancellation” section herein, within thirty (30) days of the Termination Date.

Non Exclusive Remedies; Collections

Onbrand reserves the right to pursue any late and unpaid amounts due and owing to Onbrand for collections if such amounts are not paid by the due date. In addition, Brand agrees to reimburse Onbrand promptly and fully upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys' fees, and expenses, incurred by Onbrand in collecting past due amounts or any other amounts due and owing from the Brand. Notwithstanding any provision to the contrary, Brand (s) agree that if Onbrand must seek collections for past due amounts and Brand(s) does not respond or pay in full after receiving a collection notice, Onbrand reserves the right to pursue outstanding balances through judicial proceedings, and in such case that Onbrand chooses to exercise such right, then such actions are expressly excluded from any arbitration provisions set forth in the Terms.

Liability For Agents

You acknowledge and agree that your obligations hereunder extend to your officers, directors, managers, employees, contractors, sub-contractors, agents and other representatives (if applicable) and you will be liable for any breach of this Brand Agreement, the Terms and/or any other written agreement between you and Onbrand by any of the foregoing.

Are you an event manager?

Explore opportunities with 1000s of brands and secure sponsorship for next Events.

Create Account