Sponsorship Terms and Conditions

1. General. These Sponsorship Terms and Conditions (collectively, with any applicable sponsor letter agreement, this “Agreement”) govern all services provided by The Pickler, LLC d/b/a Pickler (“Pickler”) to you.

2. Materials.

You hereby grant Pickler the worldwide, exclusive, perpetual, irrevocable, transferable and sublicensable, fully paid-up and royalty-free right and license to use any materials (including all logos, pictures, copy, and other materials) provided by you to Pickler (collectively, including all intellectual property rights incorporated therein, the “Materials”), in each case, for Pickler to fulfill its obligations to you.

You hereby grant Pickler a worldwide, perpetual, irrevocable, transferable and royalty-free license to use and incorporate into the Pickler products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by you (collectively, “Feedback”). Any improvements, enhancements or other modifications to the Pickler products and services created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Pickler (whether alone or together with you or any other third party or parties) arising out of or relating to such Feedback are and will remain Pickler’s sole and exclusive property.

3. Confidentiality and Non-Disparagement.

Each party may receive access to, be trusted or become acquainted with, or may acquire knowledge of or learn, observe, hear or otherwise become aware of non-public information, trade secrets or both relating to the other party, including the terms and conditions of any agreement between the parties (any and all such non-public information is collectively referred to as “Confidential Information”). “Confidential Information” does not include information that, as evidenced by a written document: (A) is or becomes public without breach of this Agreement; or (B) was lawfully received by you from a third party without restriction. Each party will at all times: (A) hold the Confidential Information in strict confidence; (B) take reasonable steps necessary to protect the confidentiality of the Confidential Information; (C) use the Confidential Information for the sole purpose of fulfilling its obligations set forth in this Agreement; and (D) restrict disclosure of the Confidential Information to persons or entities to whom you reasonably believe such disclosure of the Confidential Information is necessary.

Neither party will, directly or indirectly, at any time, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the other party or any of their respective affiliates or employees, managers, members, officers, agents, contractors, representatives and existing, prospective and former customers, vendors, investors, financial resources or any other associated third party with such other party (collectively, “Representatives”). The previous sentence does not, in any way, restrict you from exercising protected rights by speaking the truth to the extent that such rights cannot be waived by agreement or from complying with any Law (as defined below) or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by Law.

4. Representations and Warranties. Each party represents and warrants, at all times, that:

• It has the full right and legal authority to enter into and fully perform this Agreement, including all intellectual property rights to perform under this Agreement and to grant Pickler the rights and licenses set forth in this Agreement, and no separate consents or approvals are required;
• Its performance under this Agreement does not and will not violate or breach any duty or obligation owed to any other person or entity;
• This Agreement has been duly and validly executed and delivered by it and constitutes its valid and legally binding obligation, enforceable in accordance with its terms;
• It will comply with all applicable federal, state, and local statutes, laws, regulations, rules, judgments, orders, and decrees (collectively, “Laws”), and will not violate any third-party rights, including any copyright, trademark, patent, rights of privacy or publicity, trade secrets, moral rights or other intellectual property rights;
• No Materials will contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; and
• There are no pending or imminent actions, suits or proceedings against you or which relate to the Materials.

5. Indemnification. You will indemnify, defend and hold harmless Pickler and its Representatives from and against any and all losses, damages, liabilities, claims, demands, suits, judgments, penalties, fines, costs and expenses, including attorneys’ fees, court costs, sales and use taxes and all expenses even if not taxable as court costs, incurred or sustained by, or imposed upon, Pickler or its Representatives based upon, arising out of, with respect to or by reason of any: (i) Materials; or (ii) breach of any representation, warranty, covenant or obligation under this Agreement.

6. Miscellaneous.

Interpretation. This Agreement will not be construed more strongly against any party regardless of who is responsible for its preparation. You and Pickler acknowledge each contributed and is equally responsible for its preparation. The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement and will not limit or otherwise affect in any way the meaning or interpretation of this Agreement. For purposes of this Agreement, (i) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) all fees and amounts set forth in this Agreement are in U.S. Dollars (USD).

Independent Contractor. This Agreement is intended to create an independent contractor relationship between Pickler and you, and will be interpreted to effectuate such intent. This Agreement will not be interpreted as a joint venture, franchise or partnership between Pickler and you, and no party to this Agreement will have authority to contract for or bind the other party in any manner whatsoever.

Third Parties. Except as otherwise expressly stated in this Agreement to the contrary, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than Pickler and you and their respective legal representatives, successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor will any provision give any third persons any right of subrogation or action over or against any party to this Agreement.

Amendments. The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by you and Pickler and making specific reference to this Agreement; provided, however, that these Sponsorship Terms and Conditions may be updated, amended or changed from time to time by Pickler and such updates, amendments or changes will take effect immediately upon posting to Pickler’s website.

Waivers. The failure or delay of a party to this Agreement at any time to require performance by the other party to this Agreement of any provision of this Agreement, even if known, will not affect the right of such party to require performance of that provision or to exercise any right, power or remedy under this Agreement. Any waiver by a party to this Agreement of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on a party to this Agreement in any case will, of itself, entitle such party to any other or further notice or demand in similar or other circumstances.

Assignment; Binding Effect. You may not assign or otherwise transfer (voluntarily, by operation or law or otherwise) this Agreement or any right, interest or benefit under this Agreement without the prior written consent of Pickler. Any attempt to assign, delegate, or transfer in violation of this Section is void ab initio. All of the terms and provisions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties to this Agreement and their respective legal representatives, successors and permitted assigns, whether so expressed or not.

Severability. If any provision of this Agreement is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision will be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder of this Agreement will not be invalidated thereby and will be given full force and effect as far as possible. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision will have the meaning which renders it valid and enforceable.

Notices. All notices, consents and other communications under this Agreement to any party to this Agreement will be deemed to be sufficient if contained in a written instrument delivered in person or sent by email, nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, at the addresses set forth in the applicable letter agreement (or such other addresses of which a party to this Agreement will notify the other from time to time in compliance with the provisions of this Section). Any such notice will be deemed to have been duly given (i) if delivered in person, when delivered; (ii) when received by the addressee if sent by a nationally-recognized overnight courier; (iii) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by first class registered or certified mail, return receipt requested, postage prepaid.

Remedies. You acknowledge that money damages may be both incalculable and an insufficient remedy for a breach of this Agreement by you and that any such breach may cause Pickler irreparable harm. Accordingly, Pickler, in addition to any other remedies provided for in this Agreement, at law or in equity, may be entitled, without the requirement of posting of bond or other security, to equitable relief, including injunctive relief and specific performance, in connection with a breach of this Agreement by you. No remedy in this Agreement conferred upon Pickler is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to every other remedy given under this Agreement or existing at law or in equity or by statute or otherwise now or after the Effective Date.

Governing Law; Jurisdiction. This Agreement and all transactions contemplated by this Agreement will be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida, without regard to principles of conflicts of laws. Any civil action or legal proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts in Palm Beach County, Florida. Each party to this Agreement consents to the jurisdiction of such Florida court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such Florida court. Service of any court paper may be effected on such party to this Agreement by mail, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL WILL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE, AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NO PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS SECTION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS SECTION. EACH PARTY ACKNOWLEDGES THAT SUCH PARTY HAS BEEN ADVISED BY SUCH PARTY’S OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION.

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original pictorial appearance of a document will have the same effect as delivery of an executed original of this Agreement.