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Sponsorship Terms and Conditions

 

  • Services.

    • My DPC Story, LLC (“Company”) shall provide the sponsorship services (the “Services”) to Sponsor as described in the SO (“SO”) which, upon execution, will be incorporated and made part of these Sponsorship Terms and Conditions. The SO, together with these terms, shall collectively be referred to herein as the “Agreement.”

    • Sponsor acknowledges and agrees that Company may use subcontractors and consultants to perform the Services to be provided under this Agreement.

    • Unless otherwise specified in the SO, the Services provided under this Agreement are non-exclusive, and Company reserves the right to enter into sponsorship agreements with other Sponsors, including Sponsor’s competitors. 

  • Fees and Expenses.

    • Fees. As consideration for Company’s rendition of the Services, Sponsor agrees to pay Company the fees set forth in the SO (the “Fees”). The Fees are exclusive of taxes, levies, duties, governmental charges and expenses (with the exception of Company’s income taxes), which amounts will be billed to and paid by Sponsor.

    • Expenses. In addition to the Fees, Sponsor agrees to reimburse Company for all of Company’s travel and other expenses reasonably incurred by Company in connection with its performance of the Services.

  • Billing and Payment.

    • ​Company shall issue invoices to Sponsor pursuant to the timetable set forth in the SO. Sponsor will pay invoices in U.S. dollars within fifteen (15) days of the date of Company’s invoice. Payments must be made by wire transfer, certified check, bank check or such other method as may be agreed upon by Company. Sponsor shall have no right of offset or withholding under this Agreement. Any amounts not paid by Sponsor when due shall be subject to interest charges, from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to Company from Sponsor becomes past due for any reason, Company may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Company’s obligations hereunder or under any SO.

  • Warranty.

    • ​The Services to be performed hereunder are in the nature of marketing, promotional, content creation, advertising placement, brand exposure, and related sponsorship services only, as further described in the applicable SO, and do not include professional, legal, medical, financial, or consulting advice of any kind. Each Sponsorship Order is incorporated herein by reference and governed by these General Terms and Services. Company does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Company warrants that that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices. Company shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.

 

LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 4 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. SPONSOR’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF ANY AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

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  • Intellectual Property.

    • Ownership of Intellectual Property. Each Party retains all right, title, and interest in and to its trademarks, service marks, logos, trade names, copyrights, and other intellectual property (collectively, “Intellectual Property”).

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  • License to Company.

    • ​Sponsor grants Company a limited, non-exclusive, non-transferable, royalty-free license to use Sponsor’s Intellectual Property during the term of this Agreement solely for the purpose of providing the services outlined in this Agreement. All such use shall be subject to Sponsor’s brand guidelines and prior approval.

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  • License to Sponsor.

    • ​Company grants Sponsor a limited, non-exclusive, non-transferable, royalty-free license to use Company’s Intellectual Property during the term of this Agreement solely to promote Sponsor’s use of the Services. All such use shall be subject to Company’s brand guidelines and prior approval.

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  • Ownership of Work Product.

    • This is not a work-for-hire Agreement. All content created by Company pursuant to this Agreement, including but not limited to recordings, photographs, articles, and digital assets, and all intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of Company, subject to the license granted to Sponsor in Section 5(c). 

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  • Content License.

    • Company grants Sponsor a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, distribute, and display any content featuring Sponsor created pursuant to this Agreement for Sponsor's own promotional purposes, provided that such use does not imply any ongoing relationship between the Parties after the Term.

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  • No Other Rights.

    • ​Except as expressly provided in this Agreement, neither Party shall acquire any right, title, or interest in or to the other Party's Intellectual Property.

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Confidentiality. 

  • Definition of Confidential Information.

    • “Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be considered as confidential in connection with this Agreement. Confidential Information includes but is not limited to, business plans, financial information, marketing strategies, customer lists, technical data, product ideas, personnel, contracts, supplier information, pricing information, and business relationships.

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  • Exclusions.

    • Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement with the Disclosing Party; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

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  • Obligations.

    • The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (b) not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except as expressly permitted under this Agreement; and (c) protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, but with no less than reasonable care.

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  • Required Disclosure.

    • If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, the Receiving Party shall, to the extent permitted by law, promptly notify the Disclosing Party of such requirement and cooperate with the Disclosing Party to obtain a protective order or other appropriate remedy.

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  • Return or Destruction.

    • Upon the termination or expiration of this Agreement, or upon the Disclosing Party's request, the Receiving Party shall promptly return to the Disclosing Party all copies of the Disclosing Party's Confidential Information or certify in writing that all such Confidential Information has been destroyed.

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  • Indemnification.

    • Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) material breach of any terms of this Agreement. The Indemnifying Party’s liability under this section shall be reduced proportionally to the extent any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement to the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

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SECTION 7 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.

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  • Limitation of Liability; Actions. IN NO EVENT SHALL COMPANY BE LIABLE UNDER THIS AGREEMENT TO SPONSOR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. COMPANY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY SPONSOR TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.

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NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

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  • Sponsor Obligations

    • Cooperation of Sponsor. Sponsor shall provide Company with all high-resolution logos, brand guidelines, and other materials necessary for Company to fulfill its obligations under this Agreement (“Sponsor Materials”) as reasonably requested by Company, not to exceed thirty (30) days of Company’s request.

  • Sponsor Approval Rights.

    • Company shall obtain Sponsor’s written approval prior to the first use of any Sponsor Materials in connection with the Sponsorship Benefits. Sponsor shall review and provide feedback on such materials within five (5) business days of receipt. Sponsor's failure to respond within such period shall be deemed approval.

  • Content Deadlines.

    • Sponsor shall provide content for speaking engagements, advertisements, and other promotional materials in accordance with deadlines established by Company. Failure to meet such deadlines may result in forfeiture of the associated benefit. 

  • Compliance with Rules and Regulations.

    • Sponsor shall comply with all rules and regulations applicable to the California DPC Summit 2026 and other events, including venue requirements, safety protocols, and industry standards. 

  • Sponsor Personnel.

    • Sponsor shall ensure that all personnel representing Sponsor at events or in content creation are professional, knowledgeable, and appropriate representatives of Sponsor's brand.

  • Term and Termination:

    • Term: The term of this Agreement shall be set forth in the SO, commencing upon full execution hereof by the parties, unless sooner terminated as set forth herein.

    • Termination for Breach. Either party may terminate this Agreement at any time in the event of a breach by the other party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.

    • Termination Without Cause. This Agreement be terminated by Company, for any reason with or without cause, upon thirty (30) days’ prior written notice to the Sponsor.

    • Effect of Termination. Upon termination of this Agreement for any reason, all licenses granted herein shall immediately terminate.

    • Obligations Upon Termination. Termination of this Agreement for any reason shall not discharge either party’s liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Sponsor shall pay Company for all Services rendered prior to the effective date of termination. Upon termination each party shall return the other’s Confidential Information in its possession at the time of termination. Upon the termination, Sponsor shall promptly return to Company any equipment, materials or other property of the Company which are in Sponsor’s possession or control.

  • Non-Solicitation.

    • During the term of this Agreement and for one (1) year following the expiration or termination date of the Agreement, Sponsor agrees not directly solicit or induce any person who performs Services hereunder on behalf of Company to leave the employ of Company. Sponsor is not prohibited from responding to or hiring the Company’s employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.

  • Relationship of the Parties.

    • The relationship of the parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

  • Force Majeure.

    • Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.

  • Partial Invalidity.

    • In the event that any part or portion of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable: (1) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into this Agreement; and (2) the remaining provisions of the Agreement shall continue in full force and effect.

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Publicity. 

  • Public Announcements.

    • Subject to the confidentiality provisions set forth herein, Company shall be free to disclose to the public that Sponsor is a Sponsor of Company, and may use Sponsor’s name to make such statement.

  • Use of Names and Logos.

    • Each Party may use the other Party's name, logo, and other marks solely as necessary to perform its obligations under this Agreement and in accordance with the other Party's trademark usage guidelines. Any other use shall require the prior written consent of the other Party.

  • Assignment.

    • Sponsor may not assign, delegate or otherwise transfer this Agreement or it obligations hereunder, in whole or in part, without the prior written consent of Company, with such consent not to be unreasonably withheld or delayed. Any purported assignment or delegation in violation of this section shall be null and void. No permitted assignment or delegation will relieve Sponsor of its obligations under this Agreement, and as such, Sponsor shall remain primarily liable in connection therewith. Company shall be entitled to assign or otherwise transfer this Agreement, in whole or in part, without the prior consent of Sponsor.

  • Notices.

    • All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the address set forth in the applicable SO or as otherwise designated by a party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (1) upon receipt by the receiving party; and (2) if the party giving the notice has complied with the requirements of this section.

  • Survival.

    • Following the termination of this Agreement, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, and governing law and venue.

  • Waiver.

    • No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

  • Governing Law; Venue.

    • This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws principles. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Calaveras, California. Both parties hereby submit to the exclusive jurisdiction and venue of any such court.

  • Attorneys’ Fees.

    • If either party incurs any legal fees associated with the enforcement of this Agreement or any rights hereunder, the prevailing party shall be entitled to recover its reasonable outside attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party.

  • Collection Expenses.

    • If Company incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Sponsor agrees to reimburse Company for all such costs, expenses and fees.

  • Counterparts.

    • This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.

  • Headings; Construction.

    • The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either party regardless of which party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.

  • Entire Agreement; Modification.

    • The Agreement (along with any attachments incorporated herein) sets forth the entire Agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise, relating hereto. No change, modification, amendment, or addition of or to this Agreement shall be valid unless in writing and signed by authorized representatives of the parties. Each party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The parties acknowledge and agree that they are not relying upon any representations or statements made by the other party or the other party’s employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.

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