Terms & Conditions

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 ,advertisers and associated agencies to easily and quickly select and sponsor events listed on the Site. The Site enables our customers to select, review, and sponsor/advertise their brands and products at the selected events listed on the Site and enables event planners to list their event profiles and details on the Site. 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, scheduling, purchasing, booking, pre-ordering, and shipping goods for use during Events) are the “Platform.”

1. This is a Contract Between You and Us :

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

1. “Attendee(s)” are individuals who attend an Event.

2.    “Sponsor” refers to brands, advertisers, marketers, and/or other entities or businesses using the Platform to consume and/or review information about and/or to make offer(s) to sponsor Event(s).The corporation that uses the Platform to select an Event for advertising/sponsorship of their brand and products.

3.    “Event Manager” is event creator/planner/Manager using the Platform to create event postings for their event(s) (each, an “Event”) to be displayed on the Platform.

4.    “Event Listing” is the detailed description of the Event provided by the Event Manager on the Site.

5.    Acceptable Proof of Performance Photos" means high quality un-obstructed photos clearly evidencing the distribution of Sponsor’s product in accordance with the terms of the Offer and/or written instruction provided by Onbrand prior to distributing a Sponsor’s product.

6.    “Proposal” means a formal offer by a Sponsor to sponsor a specific Event listed by the Event Manager. (details in the Event Listing)

7.    "Event Listing Fee" means the fee charged by Onbrand for listing an Event on the Site. This may be waived or reduced at the discretion of Onbrand for all or specific events.

8.    "Venues," means the locations or platforms where Events will take place.

9.    “Sponsor Subscription “ means the fee charged by Onbrand to the Sponsor for use of Onbrand Event Management Software Application

B. Agreement to the Terms. All users of the Platform must agree to these Terms, including any Supplemental Terms that apply specifically to Sponsor or an Event Manager (“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.

C.               The Agreement. THESE TERMS INCLUDE (1) YOUR AGREEMENT THAT Onbrand HAS NO LIABILITY REGARDING THE EVENTS; (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.F and IV.G). PLEASE BE AWARE THAT SECTION V.F (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.

D.               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.

E.               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.

F.                Privacy Policy. When you agree to these Terms, you also agree to our Privacy Policy, incorporated herein by reference.

II.             Supplemental Terms

A.               Supplemental Terms Applicable to Event Managers, and Sponsors.

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

B.               Supplemental Terms for Sponsor. The Sponsor Terms apply to all Sponsors who intend to use the Site to review, select, manage, and book sponsorship for Event(s).

C.               Supplemental Terms for Event Manager. The Event Manager Terms apply to all Event Managers who plan to use the Site to list their event(s).

III.            Accounts

A.               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”).

B.               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.

C.               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.

D.               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.

IV.           Our Platform

A.               Process. Event Managers create an Event Listing 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 selection, reviewing, and presentation of events to Sponsors as potential advertising/sponsorship opportunities.

B.               No Liability for Experiences or Interactions between Sponsor, Event Manager, and other Attendees of the event. While we may help facilitate the resolution of disputes through various programs, we do not guarantee: (1) the existence, quality, suitability, reliability, accuracy, timing, safety or legality of any Event(s) or Sponsorships, (2) the truth or accuracy of listings for Events or Sponsors or products or other Content on the Site, (3) the ability of Event Manager(s) to hold the events , or (4) the ability of Sponsors to pay for Sponsorship or Goods, or that the number of Attendees will conform with the number of Attendees listed by the Event Manager at the time of listing. 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 Sponsor or any reviews regarding an Event, and we make no representations regarding any the foregoing. To the fullest extent permitted by applicable law, each Sponsor is solely responsible for the care and quality of the sponsorship and any goods/products being provided by that Sponsor for an Event. 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.

C.               Safety. When interacting with other Participants or participating in an Event as a 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 an Event. 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 Event, GOODS, OR YOUR INTERACTION WITH PARTICIPANTS, WHETHER ONLINE OR OFFLINE.

D.               Release. The Event Manager is fully and solely responsible for the care and quality of Event it provides and for all injuries, illnesses, damages, claims, liabilities and costs it may cause Sponsors 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 Sponsors, Event Manager (s) AND OTHER USERS RELEASE Onbrand, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, INVESTORS, AGENTS, PARTNERS AND LICENSORS, FROM ANY AND ALL Event and Sponsorship 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, Sponsorship, AND/OR GOODS.

E.               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.

F.                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.

G.               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.

H.               US-Based. The Platform can be accessed from countries around the world and may contain references to Events, Sponsor (s, and Content that are not available in your country. These references do not imply that Onbrand intends to announce such Events, Sponsor (s) 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.

V.             Use of the Platform

A.               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.

B.               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.

C.               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.

D.               No Outside Contracts. You acknowledge that the value of the Platform rests in being a thriving place for Sponsors and Event Managers and agree that it is a material breach of these Terms for Event Managers to contract with Sponsors for any sponsorship and product provision (or any portion thereof) that they have listed on the Platform outside the context of the Platform for the purposes of circumventing the obligation to use the Platform for connection of Sponsors and Events for any reason including avoiding to pay an potential marketing and/or service fees.

E.               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 Event that are sponsored through the Platform. You may not use the Platform to collect e-mail addresses or other personal or contact data of Event Managers or Sponsor(s), or Attendees by electronic or other means.

F.                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 Events, Sponsorships, 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.

G.               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.

VI.           Fees

Relevant Fees are listed in the Supplemental Terms.

VII.         Responsibility for Content

A.               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 Event and Sponsor 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.

B.               No Obligation to Pre-Screen Content; Enforcement. You acknowledge that Onbrand has no obligation to pre-screen Content (including, but not limited to, Event and Sponsor 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.

VIII.        Ownership

A.               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 Event Content and Sponsor 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.

B.               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.

C.               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 Sponsor, 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.

D.               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.

IX.           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.

X.             Disclaimer of Warranties and Conditions

A.               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.

B.               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.

C.               CONTENT. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM OR MADE AVAILABLE THROUGH AN 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.

XI.           Limitation of Liability

A.               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.

B.               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.

C.               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.

D.               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 this 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.

E.               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.

F.                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.

XII.         Term and Termination.

A.               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”).

B.               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.

C.               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.

D.               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.

XIII.        General Provisions.

A.               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.

B.               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.

C.               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

D.               Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to the Platform, please contact us at: help@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.

E.               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.

F.                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 FLORIDA, 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 MIAMI-DADE COUNTY, FLORIDA, 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.

G.               Dispute Resolution Any controversy or claim arising out of or in relation to this Agreement, or the validity, construction or performance of this Agreement, or the breach thereof, shall first be submitted to confidential mediation by the parties. If the parties are unable to resolve the controversy or claim through mediation, such controversy or claim shall be resolved by confidential binding arbitration in Miami Dade , Florida before a single arbitrator except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any award shall be final and binding.

SPONSOR or EVENT MANAGER SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. 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 Sponsor 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.

H.               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: help@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.

I.                 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.

J.                 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.

K.               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.

L.               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.

M.              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.

N.               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.

XIV.       Payments Through the Platform.

A.               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.

B.               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 your Events, and for including any applicable Taxes to be collected or obligations relating to Taxes in your Event Listing and/or confirmed 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 and your Event(s).

C.               Unless otherwise stated on the Platform at the time a Proposal is made, the amounts paid by Sponsors and Event Managers 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: 2/23/2024

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.

A.            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.

B.             Authenticity. Don’t lie, mislead, or misrepresent the work of others as your own. Only share Content through our Platform or at Events 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.

C.             Follow the Rules. Follow all rules that may apply to your Event, 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.

D.            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, 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.

E.             Promotional Content and Conflicts of Interest. Promotional content not expressly related to an Event, 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 as an Attendee of an Event. Onbrand does not permit its Service Providers to offer Attendees financial incentives to write reviews.

F.             Privacy. Don’t engage in any behavior that invades the privacy of others, including capturing or sharing any personally identifiable information without consent.

G.            Relevant. Anything you share should be relevant to the Event or the Platform. Avoid spamming, including deceptive and misleading Content.

SUPPLEMENTAL TERMS: EVENT MANAGER TERMS

Last Updated: 2/23/2024

This Event Manager Agreement and the rights and obligations contained in this Event Manager Agreement are in addition to and incorporated into the Onbrand’ s general website Terms of Service (the “Terms”). Nothing in this Event Manager 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 Event Manager Agreement and the Terms, the terms of the Event Manager 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 offers an online marketplace connecting Event(s)s and available Sponsor(s) for the Events. Onbrand, acting as an intermediary, facilitates event sponsorships by Sponsors (for their product sampling and/or cash for advertisements etc.to promote their products and brand) and by allowing Event Managers to create and display Event Listings to potential Sponsor(s). None of the Events or sponsorship opportunities listed on the Platform are operated by Onbrand, and no Sponsorship Proposals and offers are submitted to or accepted by Onbrand. The Platform allows Event Managers and Sponsors to connect and agree directly on applicable terms related to the sponsorship of an Event(s). Onbrand has no responsibility for communications, transactions and/or other interactions between Event Managers and Sponsors.

In addition to the above, Onbrand also provides specific Onbrand Event Management Sponsorship Software Application to the Sponsors listed on the Onbrand site. This Onbrand’ s inbound sponsorship management software application allows Sponsor brands to streamline all Event and influencer sponsorship requests into one easily accessible dashboard for Sponsor brand consideration and management of event sponsorship. Sponsor Brands can filter requests to meet their brand needs and communicate directly with Event Managers on the platform to align on sponsorship fit for the specific Event. The Sponsor brand makes the ultimate decision on final selection of the opportunity they want to pursue. Only Sponsor brands have access to this Software Application feature on the Onbrand platform. The Software Application helps specific Sponsor brand to collect insights and data on all the events sent to the brand , sponsored, historical events sponsored and any other information related to type of Events sponsored etc..

Event Listings

As an Event Manager, you may create Event Listings. You will be required to provide certain information about your Event, including the location, expected attendance, availability of specific events 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.

If you create an Event Listing that you indicate is in the future and/or a reoccurring Event, you agree that Onbrand may automatically create an Event Listing for that Event each an ("Auto-Generated Event)" on the indicated future date and/or each year (if the Event is a reoccurring Event). Onbrand will use reasonable commercial efforts to send you a notification when the Auto-Generated Event Listing has been created on the Platform, and you will have the option to confirm, delete, or update such listing as needed. Onbrand additionally reserves the right, but does not assume the obligation, to edit Event Listings in a non-substantive manner solely to cause the content to comply with our formatting requirements. Onbrand is not responsible for reviewing any User Content to ensure that it is accurate and not misleading.

In creating an Event Listing, you agree that:

●      All information in your Event Listing must be accurate, complete, and up to date, and cannot contain any material misrepresentations.

●      You will respond promptly and completely to inquiries and questions, as well as requests for additional information that Onbrand deems necessary.

●      You are responsible for any and all Event Listings you create; and

●      You have sufficient rights in and to the Event to create an Event Listing and offer sponsorship rights and benefits.

Proposals and Bookings

Through the Platform, a Sponsor can search Event Listings, select from available Event Listings, and connect with the Event Planner directly to discuss a specific sponsorship proposal. Once a sponsor decides to formally sponsor an event (s) an agreement will be made between the sponsor and the Event Planner detailing all aspects of the sponsorship and terms related to delivery , payment (if any) , product shipment, cancellation etc. Once the Event Manager accepts sponsorship proposal from a sponsor the Event Manager agrees: (i) it 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.

It will be the responsibility of the Event Manger and the Sponsor to formally agree any contractual terms related to the Sponsorship in terms of shipment, quantity, cash value and payment terms for the sponsorship. Normally the Event Manager will be required to provide "Acceptable Proof of Performance Photos" evidencing the distribution of Sponsor’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 Sponsor will be agreed between the parties as part of the detailed Proposal or agreement between the Event Manager and Sponsor. Onbrand will have no say in this agreement and may only act in an advisory capacity if requested.

Event Manager acknowledges and agrees that Onbrand is not responsible for any part of an actual or potential transaction between Users, including the quality, condition, safety or legality of any booking, the truth or accuracy of Sponsorship Opportunities or Proposals, or the ability of the Sponsors to exercise and/or deliver the sponsorship rights and benefits contained in a confirmed Proposal. Onbrand has no control over the conduct of Users, and expressly disclaims all liability arising from or related to any such transactions to the fullest extent permitted by law.

By creating an Event Listing, and/or accepting a Sponsor Proposal, Event Manager further agrees:

●      You will comply with all applicable federal, state, and local laws, regulations, rules and ordinances in connection with your Event. When listing an Event for sponsorship you agree that the Event 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 Sponsor;

●      Onbrand is not responsible for any damage to persons or property at any of your Event(s);

●      You will accept a Sponsorship 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 Event. You agree that you will submit timely applications for such permits and ensure that your Event 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 Event name and likeness in the Sponsor’s advertising and promotion;

●      An Event Listing cannot be changed after a Proposal has been agreed.

●      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, Event Manager agrees to disclose any restrictions applicable to the Event, including without limitation, filming restrictions, food/beverage policies or permit requirements, and data collection. If no such restrictions are communicated, Event Manager 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 Events and Event Manager discloses such data with Sponsor, Event Manager represents and warrants that such data collection and/or data disclosure shall be in accordance with applicable data privacy and security laws and regulations. Event Manager shall not provide personal information of such individuals to Onbrand nor will Onbrand have access to such information.

Product Sampling Requirements

●      The Event Manager shall inspect Sponsor’s products upon delivery to ensure the product has not expired and notify Sponsor of any defects or damage within 24 hours of receipt of such product. Failure to so notify Sponsor constitutes Event Manager’s acceptance of Sponsor’s product.

●      If the Event Manager does not distribute all of Sponsor’s products during the Events in accordance with the applicable Proposal, Event Manager shall notify the Sponsor of the number of such undistributed products. Event Manager shall not sell or transport such undistributed products. Event Manager shall either return all such undistributed products to Sponsor, retain such product for alternative use (upon written consent of Sponsor), or destroy or properly dispose of any such undistributed product, at Sponsor’s direction.

●      Event Manager shall secure Sponsor’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 Sponsor’s property.

●      Unless it is not reasonably possible to do so, Event Manager shall maintain accurate records documenting the flow of all of Sponsor’s products from the time Event Manager accepts custody or control of such products, until such time as Sponsor’s products are distributed, so Event Manager can trace Sponsor’s product recipients within 24 hours of a request from Onbrand or Sponsor.

●      Event Manager bears all risk of loss of Sponsor’s products while in Event Manager’s or its representatives’, agents’, or subcontractors’ possession, including but not limited to, loss due to theft, contamination, or infestation. Sponsor retains title to Sponsor’s products until distributed by Event Manager. The Event Manager shall keep Sponsor’s products free and clear of any liens, claims, security interests and other encumbrances. Event Manager shall not be deemed a dealer, retailer, reseller, merchant distributor, consignee, seller or drop shipper of Sponsor’s products and shall not sell, resell, or otherwise distribute any of Sponsor’s products except as expressly permitted in this Agreement.

●      Event Manager agrees that its performance of this Agreement, the Event(s), and its storage, control, handling, and distribution of Sponsor’s products will comply with applicable federal, state, and local laws, rules, orders, and regulations.

●      Unless otherwise specifically permitted in writing by Sponsor, Event Manager is to distribute Sponsor’s products to the target audience for free, meaning that Event Manager shall not charge any cost, price, or fee to such target audience in connection with the distribution of Sponsor’s products as contemplated by this Agreement.

Event Listing Fee

Event Planners will pay Onbrand an Event Listing Fee for listing an Event(s) on Onbrand site. This Fee will depend on Onbrand’ s current pricing and will vary depending on the number of events listed , specific marketing promotions by Onbrand etc. The Fee once charged is non-refundable including cancellation of the event by the Event Planner for any reason. Onbrand reserves the right to adjust the Fee at any time depending on their marketing and sales programs .

Additionally, if you request any additional services to be performed by Onbrand, which Onbrand may provide in its sole discretion, the terms of which will be covered by a separate written agreement, fees for such ancillary services will be paid as provided in the separate written agreement.

Cancellation by Sponsor and or by Event Planner

Sponsor and the Event Planners will agree in the Sponsorship Proposal any terms related to cancellation of either the sponsorship by the Sponsor or the Event by the Event Planner. Onbrand will have no say on any terms related to such cancellations by either party.

Onbrand additionally has the right to cancel any Event Listing (s) at any time for security or fraud-protection purposes.

Event Sponsorship Offering Page.

Onbrand will provide a dedicated Event Sponsorship Offering Page (“ESOP”) to Event Managers who wish to list all their sponsorship Offerings in one place where they can direct all inquiries related to sponsorship opportunities for the Even(s) and where potential sponsors can submit their proposals. Onbrand will provide management tools to the ESOP for reviewing and selecting proposals for acceptance.

A separate Fee will be charged by Onbrand for such a service to the Event Manager either as a subscription or one time.

Non-Circumvention, User Contact Information

In many cases, an Event may receive contact information for the applicable Sponsor or other User for advancing purposes. You agree to use any such contact information received solely for the purpose of advancing the sponsorship and for no other purpose, and you agree that you shall not collect, attempt to collect, or store any personal information of others through the Platform.

Without limiting the foregoing, you agree that by using and/or accessing the Platform, (whether or not a Proposal is advanced through the Platform, and whether or not you receive contact information for any Sponsor or other User via the Platform), you are prohibited from using any information obtained through your use of and/or access to the Platform to send inquires or offers to sponsor any event and/or otherwise contact or enter into (or attempt to enter into) agreement(s) or transaction(s) (directly or indirectly) with any Sponsor found on the Platform with the result of, among other things, not paying Event Listing Fee and/or other transaction-based fees and charges that might otherwise be payable to Onbrand had such arrangement has been managed by Onbrand, unless you have done so through the Platform or have obtained Onbrand’ express written consent.

For the avoidance and without limiting any other rights or remedies of Onbrand, should you violate this paragraph Onbrand may invoice you the applicable Onbrand Event Listing Fee, as well as any other service and/or other transaction-based fees and charges that would otherwise have been payable to Onbrand, had such arrangement been managed by Onbrand, as determined by Onbrand in its discretion.

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 Sponsor 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 Event(s), the Services, the Platform, and/or Onbrand and its Sponsors. You explicitly acknowledge and agree 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 Event that you submit or provide to Onbrand or Sponsor 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 Event Manager 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 Users, and does not own, create, sell, provide, control, manage, offer, deliver, or supply any Event(s) or Event Listing(s), nor is Onbrand a Sponsor or sponsoring party of any Event.

All Event Listing(s) and the related Event(s) available on the Platform are your sole responsibility as the Event Manager. You are solely responsible for keeping your Event Listing(s) up to date, accurate, and for all information and content contained in your Event Listing(s). Onbrand assumes no responsibility to verify Event Listings, or the accuracy of the contents of any Event Listing. You, the Event Manager, is solely responsible for the production, presentation, promotion, and all other elements of your Event(s).

Additionally, all Sponsorship Opportunities and Offers are the sole responsibility of the applicable Sponsor. As such, Onbrand does not guarantee:

●      The truth or accuracy of the information, copy, images or other content and materials contained in any Sponsorship Opportunity ;

●      The existence, quality, condition, safety, or legality of any 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 Sponsor other User to perform or actually complete a transaction;

●      Any Sponsor’s compliance with any applicable laws, rules, and regulations in connection with their sponsorship of any Event; or

●      That any booking 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 Sponsor’s acts or omissions in connection with any booking, including without limitation a Sponsor’s performance or non-performance of the terms contained in a confirmed Offer, and/or compliance with Event Manager’s rules and restrictions. Onbrand does not make any endorsement, certification or guarantee that any Sponsor 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 Users or any other third parties, including all Sponsors and any other third parties assisting Sponsor with their sponsorship of an Event. Event Manager assumes all risks associated with its Events and forever and irrevocably releases, waives and discharges any claim, demand or cause of action that Event Manager (or anyone who obtains rights from or through Event Manager) 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 Event Manager, 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).

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 on which reliable should be placed. No decision or other action should be made on the basis of such information and no fiduciary or other privileged relationship exists between you and Onbrand. Any use or reliance on any User Content or other information or 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 are solely responsible for assessing the suitability of any Sponsor or proposal. Onbrand has no control over the quality, suitability of any Sponsor or proposal, or over the reliability, integrity or conduct of any Sponsor or other User. While we may take certain measures with a goal to assist Users 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. When we provide messages to Users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all Users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm or otherwise have any impact.

You acknowledge and agree that, as an Event Manager, 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 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 obligations and/or relations with other Users. You acknowledge and agree that you have complete discretion whether to create Event Listing(s), submit inquiries, accept offers, or otherwise engage in other activities on the Platform. Should Event Manager, or any of your representatives, cause damage to any property of any Sponsor, Event attendees, or other third parties, Event Manager acknowledges and agrees that Event Manager 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.

By submitting an inquiry and/or posting an Event Listing via the Platform, you acknowledge and agree that Onbrand may, at its sole discretion, undertake additional efforts to help you find a Sponsor as part of our Services. A Onbrand representative may contact you for more information about your interests or may reach out to Sponsor(s) for details and availability on your behalf, including Sponsor(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 Event Listing(s) to potential Sponsors, Event Listing(s) and other User 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 an Event Listing on the Platform, Onbrand may market your Event through its website or its social media accounts.

Onbrand does not guarantee that your Event Listing 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 Sponsors’ experiences and the overall marketplace. .

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, Event Manager 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 Event Manager under this Event Manager Agreement, the Terms or any or other applicable agreement between Onbrand and Event Manager. Notwithstanding any provision to the contrary, Event Manager agree that if Onbrand must seek collections for past due amounts and Event Manager 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: SPONSOR TERMS

Last Updated: 2/23/2024

These Sponsor Terms (“Sponsor Agreement”) and the rights and obligations contained in this Sponsor Agreement are in addition to and incorporated into the Onbrand general website Terms of Service (the “Terms”). Nothing in this Sponsor 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 xx in the Terms of Service

Binding Agreement

The following, along with the Terms, sets forth the terms and conditions upon which you as a Sponsor (“Sponsor” or “you”) can use and access the Platform. By accepting this Sponsor Agreement, you agree to the terms of this Sponsor 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 Sponsor. This Sponsor Agreement will be binding unless we enter into a separate written agreement explicitly superseding this Sponsor Agreement. By using and accessing the Platform as a Sponsor at any time after the posting of this Sponsor Agreement to the Platform, you acknowledge and agree this Sponsor Agreement supersedes any agreement(s) previously entered between Sponsor and Onbrand related to the subject matter herein.

What Onbrand Does

Onbrand offers an online marketplace connecting Event(s)s and available Sponsor(s) for the Events. Onbrand, acting as an intermediary, facilitates event sponsorships by Sponsors (for their product sampling and/or cash for advertisements etc.to promote their products and brand) and by allowing Event Managers to create and display Event Listings to potential Sponsor(s). None of the Events or sponsorship opportunities listed on the Platform are operated by Onbrand, and no Sponsorship Proposals and offers are submitted to or accepted by Onbrand. The Platform allows Event Managers and Sponsors to connect and agree directly on applicable terms related to the sponsorship of an Event(s). Onbrand has no responsibility for communications, transactions and/or other interactions between Event Managers and Sponsors.

In addition to the above, Onbrand also provides specific Onbrand Event Management Sponsorship Software Application to the Sponsors listed on the Onbrand site. This Onbrand’ s inbound sponsorship management software application allows Sponsor brands to streamline all Event and influencer sponsorship requests into one easily accessible dashboard for Sponsor brand consideration and management of event sponsorship. Sponsor Brands can filter requests to meet their brand needs and communicate directly with Event Managers on the platform to align on sponsorship fit for the specific Event. The Sponsor brand makes the ultimate decision on final selection of the opportunity they want to pursue. Only Sponsor brands have access to this Software Application feature on the Onbrand platform. The Software Application helps specific Sponsor brand to collect insights and data on all the events sent to the brand , sponsored, historical events sponsored, and any other information related to type of Events sponsored etc.

Proposal and Bookings

Through the Platform, Event managers will submit their events for sponsorships. The Sponsor will have the ability to accept or deny the event. This event will be allowed to be sent to other brands within the Onbrand network. The event manager and Sponsor will connect and communicate directly on the platform regarding the sponsorship. The Sponsor will review the event manager’s post experience. Once a Proposal has been accepted, Sponsor agrees: (i) that a binding contract is formed, and (ii) to unconditionally honor and fulfill all terms, conditions and restrictions contained in the applicable confirmed Proposal including the Event Manager restrictions on use of trademarks, logos and other intellectual property, content creation and use restrictions, When a Sponsor ships Sponsor’s products to the Event they must provide the shipping information including the carrier’s name, tracking number, estimated arrival date, and the size and weight of the boxes shipped to the Event Manager. If Sponsor provides a partial shipment the Event Manager will only be required to distribute Sponsor’s products that are received, and the Sponsor shall not be entitled to a refund for the items not received by the Event Manager

Sponsor acknowledges and agrees that Onbrand is not responsible for any part of an actual or potential transaction between Event Planners and the Sponsor , including the quality, condition, safety, or legality of the Events advertised, the truth or accuracy of the Event Listings, or the ability for Sponsors to sponsor Events. Onbrand has no control over the conduct of Event Planners and event attendees and Sponsor’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 submitting a Proposal for an Event to the Event Planner , Sponsor further agrees:

●      To comply with all applicable federal, state and local laws, regulations, rules and ordinances in connection with your sponsorship of any Event;

●      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 Event Manager;

●      Onbrand is not responsible for any property you may leave behind at an Event you sponsor;

●      To submit a Sponsorship Proposal only after you have obtained all necessary consents and authorizations needed to submit the Proposal;

●      You will obtain any necessary licenses and permits required for your sponsorship of the Event. You agree that you will submit timely applications for such permits and ensure that your sponsorship of the Event 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 Event proposal and agree to abide by any other terms and conditions of the Event Manager in connection with any sponsorship you book through the Platform;

●      You understand that the information in listings 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 an Event Manager’s listing and the actual Event;

●      It is your responsibility to verify all Event information and restrictions prior to sponsoring any Event;

Prior to shipping the product to Event Manager to distribute at the Event, Sponsor agrees that it should provide any expiration dates for Sponsor’s product indicating when it is no longer safe or advised for attendees to consume. If Event Manager receives expired or unsafe product Event Manager shall not be obligated to distribute Sponsor’s product and Sponsor shall be entitled to ship new products at its own expense if Sponsor ships such new products within sufficient time to allow Event Manager to distribute such new products at the Event.

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 parti(es) at an Event unless otherwise authorized by the Event Manager. If data is collected from individuals at Events and/or Event Manager discloses such data to Sponsor, Sponsor 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 an 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 Event Manager.

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

Sponsor Fee

Sponsor will pay the Onbrand a Fee for use of the Onbrand Event Management Software Application Fee . This Fee will vary depending on Onbrand’ s pricing at the time of the subscription, Sponsor commitment and Onbrand marketing and promotion programs. The Fee could be a one-time upfront charge with ongoing subscription (monthly or annually ) or purely a subscription. Onbrand reserves the right to adjust the Sponsor Fee as it deems necessary per its business, marketing, and sales strategy. This Sponsor Fee once charge is non-refundable.

Cancellation by Sponsor and/or by Event Manager

All details relating the terms for the cancellation of an event or a sponsorship of the event after a Proposal has been agreed between the Event Manager and the Sponsor will be detailed in the Agreement between the Sponsor and the Event Planner responsible for the Event. 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 Event and/or Sponsorship at any time for security or fraud-protection purposes.

Brand Sponsorship Management Page.

Onbrand will provide a dedicated Brand Sponsorship Page (“BSP”)to Sponsors who wish to direct all their sponsorship requests to a specific online Page for submission of the potential sponsorship.

This dedicated BSP will have tools for the Brand/Sponsor to manage and select specific sponsorship opportunities from all the requests submitted in one place. A separate Fee will be charged by Onbrand for such a service to the Sponsor either as a subscription or one-time.

Non-Circumvention, User Contact Information

In many cases, a Proposal may involve logistics coordination through the Platform or other means of communication, and you may receive contact information for the applicable Event Manager or other User for advancing purposes. You agree to use any such contact information received solely for the purpose of advancing the sponsorship and for no other purpose, and you agree that you shall not collect, attempt to collect, or store any personal information of others through the Platform.

Without limiting the foregoing, you agree that by using and/or accessing the Platform, (whether or not a Proposal is advanced through the Platform, and whether or not you receive contact information for any Event Manager or other user via the Platform), you are prohibited from using any information obtained through your use of and/or access to the Platform to send inquires or offers to sponsor any Event found on the Platform and/or otherwise contact or enter into (or attempt to enter into) agreement(s) or transaction(s) (directly or indirectly) with any Event Manager found on the Platform with the result of, among other things, not paying service/subscription and/or other transaction-based fees and charges that might otherwise be payable to Onbrand had such arrangement has been managed by Onbrand, unless you have done so through the Platform or have obtained Onbrand’ prior express written consent.

For the avoidance of doubt and without limiting any other rights or remedies of Onbrand, should you violate this paragraph you will immediately owe Onbrand (and Onbrand may invoice you the applicable Onbrand Service Fee as well as any other service and/or other transaction-based fees and charges that would otherwise have been payable to Onbrand had such arrangement been managed by Onbrand, as determined by Onbrand in its discretion.

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 Event Manager or other User 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 Platform and promotion of the Platform and Onbrand, including without limitation in marketing, advertising and promoting of Event(s), 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 sponsor or client.

Onbrand’ Role and Disclaimers

You understand and agree that nothing in this Sponsor 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 Users, and does not own, create, sell, provide, control, manage, offer, deliver, or supply any Event(s) or Event Listing(s), nor is Onbrand the Manager, owner or controller of any Event.

All Event Listing(s) and the related Event(s) available on the Platform are the sole responsibility of the Event Manager. Event Managers are solely responsible for keeping their Event Listing(s) up to date, accurate, and for all information and content contained in Event Listing(s). Onbrand assumes no responsibility to verify Event Listings, or the accuracy of the contents of any Event Listing. Event Managers are solely responsible for the production, presentation, promotion, and all other elements of their Event(s). As such, Onbrand does not guarantee:

●      The truth or accuracy of the information, copy, images or other content and materials contained in any Event Listing, including without limitation any Event descriptions, pricing, amenities, attendance, capacity, location, and availability for sponsorship on specific dates;

●      The existence, quality, condition, safety, or legality of any Event advertised on the Platform;

●      The performance of any part of an actual or potential transaction between Users, or the ability of any Event Manager other User to perform or complete a transaction;

●      The Event Manager’s compliance with any applicable laws, rules and regulations in connection with any Event; or

●      That any Event listed on the Platform will take place on the dates and times listed in the Event Listing (if at all), or that the Event and the sponsorship rights and benefits purchased will be delivered as described in an accurate or satisfactory manner.

Onbrand is not responsible for any may not be held liable for any Event Manager’s acts or omissions in connection with any booking, including without limitation an Event Manager’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 Event Manager 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 Event Manager(s) and any other third parties assisting with any Event. Sponsor assumes all risks associated with its participation in any Event and forever and irrevocably releases, waives and discharges any claim, demand or cause of action that Sponsor (or anyone who obtains rights from or through Sponsor) 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 Sponsor, or any of its officers, directors, owners, members, managers, employees, contractors, agents or guests while attending the Event(s) and/or participating in any activities associated with or ancillary to the Event(s).

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 on which reliable should be placed. 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 User 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 are solely responsible for assessing the suitability of any Event Listing. Onbrand has no control over the quality, suitability, or availability of any Event, or over the reliability, integrity or conduct of any Event Manager or other User. While we may take certain measures with a goal to assist Users 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.  When we provide messages to Users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all Users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm or otherwise have any impact.

You acknowledge and agree that, as a Sponsor, 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 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 or other relations with other Users. 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 the Event venue and/or any property of the Event Manager, Event attendees, or other third parties, Sponsor acknowledges and agrees that Sponsor 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 Sponsor Agreement for any reason, (i) Sponsor 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 Sponsor any refund amounts owed to Sponsor in accordance with the terms of the “Payments, Late Fees and Cancellation” section herein, within thirty (30) days of the Termination Date.

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 Sponsor Agreement, the Terms and/or any other written agreement between you and Onbrand by any of the foregoing.