Sponsorship Terms and Conditions

Last Updated: March 27, 2025

These Sponsorship Terms and Conditions (“Terms”) apply to you (“Client”) if you have entered into a Sponsorship Agreement (“Agreement”) with Fortune Media Inc. d/b/a OpenFortune (“Company”). These Terms are a part of the Agreement and govern the Agreement and all SOWs entered into by Client and Company. Capitalized terms used but not defined in these Terms have the meanings set forth in the Agreement.

1. Intellectual Property Rights.
   Throughout the term of the Agreement, Client grants Company a non-exclusive, royalty-free license, in all geographic regions in which Company will be providing services for Client, to copy, reproduce and otherwise use Client’s trademarks, trade names, service marks, logos and other identifying marks (collectively, the “Client Marks”) and any other materials, information or content provided by Client (together with Client Marks, “Client IP”) for purposes of performing Company’s services and obligations under the Agreement, including, without limitation, on Cookies, advertising content and Cookie packaging for Client. Company may augment Marketing Campaigns with additional marketing tactics (at no additional charge to Client unless otherwise agreed by Client). Company acknowledges that ownership of all right, title and interest in and to the Client IP shall remain vested with Client, that Company, by reason of the Agreement or otherwise, has not acquired and will not acquire ownership of any right, title or interest in or to the Client IP, and that any and all goodwill arising from the use of Client IP shall inure solely to Client’s benefit. Client acknowledges and agrees that, by reason of the Agreement or otherwise, it has not acquired and will not acquire any right, title or interest in or to any intellectual property, materials, information or content of or created by Company (all of which Company shall retain all right, title and interest in and to), and that any and all goodwill arising from the use thereof shall inure solely to Company’s benefit.
   
   
2. Representations, Warranties and Covenants.

   1. Company represents, warrants and covenants that the materials supplied or otherwise provided by Company to Client in connection with the Agreement shall not violate any law or infringe upon or violate the rights of any person (including, without limitation, contractual rights, copyrights, trademarks, rights of publicity and rights of privacy); provided, however, that the foregoing shall not apply with respect to any Client IP or any Client Statement (defined below) that is incorporated into such materials.

   2. Client represents and warrants that: (i) the Client IP and any use thereof in accordance with the Agreement shall not violate any law or infringe upon or violate the rights of any person (including, without limitation, contractual rights, copyrights, trademarks, rights of publicity and rights of privacy) or any applicable law, rule or regulation; (ii) all statements, assertions and claims made in any Client IP provided by Client to Company or that Client approves for use in or in connection with Cookies, advertising content or Cookie packaging (e.g., regarding Client’s product or service) (“Client Statements”) shall be true and accurate and not misleading, and shall be compliant with all applicable laws, rules and regulations; (iii) Client’s products and services to be promoted under the Agreement, and the promotion, marketing, advertising and sale thereof, are and shall be compliant with all applicable laws, rules and regulations; and (iv) Client has the right to grant the rights granted hereunder with respect to the Client IP.

   3. Each Party represents, warrants and covenants to the other Party that (i) it has the full right, power, legal capacity and authority to enter into, deliver and fully perform under the Agreement and to grant the rights granted hereunder; (ii) none of the execution, delivery, or performance of or activity by such Party under the Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law by which such Party is bound; (iii) the person executing the Agreement on behalf of the Party is fully empowered to so execute the Agreement; (iv) neither Party nor any of its officers, directors, principals, representatives or employees will, directly or indirectly, disparage or otherwise discredit the other Party, any of its respective clients, representatives, employees, shareholders or other affiliated persons or entities, or any of its products, services or operations in any manner whatsoever; and (v) it shall comply with all applicable laws in connection with its performance under the Agreement.

   4. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS RELATED TO THE SUBJECT MATTER OF THE AGREEMENT THAT ARE NOT EXPRESSLY SET FORTH IN THE AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2, ALL SERVICES AND WORK PRODUCT ARE PROVIDED BY COMPANY ON AN "AS IS" BASIS AND COMPANY HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES TO CLIENT OR TO ANY THIRD PARTY, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE), OR RESULTS TO BE DERIVED FROM THE USE OF THE SERVICES OR WORK PRODUCT PROVIDED UNDER THE AGREEMENT.

3. Indemnification and Insurance.
   1. Company agrees to indemnify, defend and hold harmless Client and Client’s parents, subsidiaries and affiliates, and each of their respective members, officers, directors, principals and employees (all such entities and persons, collectively, the “Client Indemnified Parties”) from and against any and all third-party claims, and all liabilities, costs, damages (including for bodily or personal injury, death, and property damage) and expenses (including reasonable legal fees and expenses) directly resulting from such third-party claims (collectively, “Losses”), suffered or incurred by the Client Indemnified Parties, to the extent that such third-party claim arises out of Company’s breach of Section 2(a) or Section 5.
   2. Client agrees to indemnify, defend and hold harmless Company and Company’s parents, subsidiaries and affiliates, and each of their respective members, officers, directors, principals and employees (all such entities and persons, collectively, the “Company’s Indemnified Parties”) from and against any and all third-party claims, and all Losses directly resulting from such third-party claims, suffered or incurred by the Company Indemnified Parties, to the extent that such third-party claim arises out of: (i) Client’s breach of Section 2(b) or Section 5; or (ii) Client’s products or services or the promotion, marketing, advertising or sale thereof.
   3. Company shall maintain during the term of the Agreement a commercial general liability insurance policy with limits (which may be satisfied through combination with an umbrella liability policy) no less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. Company shall list Client as an additional insured on such policy.
      
      
4. REMEDIES AND DISCLAIMERS.
   NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS BY CLIENT OF BUSINESS PROFITS, REVENUE, SALES OR GOODWILL OR FOR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION OR THEORY OF LIABILITY AND EVEN IF A REPRESENTATIVE OF THE PARTY ALLEGEDLY LIABLE WAS ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES, (B) THE LIMITATIONS SET FORTH IN THIS SECTION 4 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (C) WITH THE SOLE EXCEPTION OF EACH PARTY’S EXPRESS OBLIGATIONS TO INDEMNIFY, DEFEND AND HOLD HARMLESS AS SET FORTH IN SECTION 3, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED (I) IN THE CASE OF CLIENT’S LIABILITY, THE TOTAL FEES PAID BY CLIENT UNDER THE APPLICABLE SOW(S) TO WHICH THE LIABILITY RELATES DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT IS THE BASIS OF THE LIABILITY PLUS THE TOTAL AMOUNTS DUE AND UNPAID BY CLIENT UNDER SUCH SOW(S), OR (II) IN THE CASE OF COMPANY’S LIABILITY, THE TOTAL FEES PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE SOW TO WHICH THE LIABILITY RELATES DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT IS THE BASIS OF THE LIABILITY. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
   
   
5. Confidentiality and Non-Disclosure.
   During the term of the Agreement, each Party and its officers, directors, shareholders, employees, agents, contractors and representatives (the “Receiving Party”) may gain access or be exposed to certain confidential or proprietary information (“Confidential Information”) relating to the business of the other Party (the “Disclosing Party”). Except for disclosure (a) authorized by the express prior written consent of the Disclosing Party, (b) to the Receiving Party’s attorneys, accountants, or similar agents as may be necessary to allow for effective representation of the Receiving Party’s interests, or (c) as required by law after prior written notice to the Disclosing Party, the Receiving Party agrees to keep such Confidential Information in strictest confidence and not to disclose it to any person or entity without the prior written consent of the Disclosing Party. For the avoidance of doubt, the Agreement, the terms and conditions contained therein, and any details of related negotiations are Confidential Information of each Party within the meaning of this Section 5, and all pricing and fee details shall be the Confidential Information of Company only.
   
6. Notice.
   All notices given to Client hereunder shall be addressed to Client at the address set forth in the Agreement. All notices to be given to Company hereunder and statements and payments to Company shall be addressed to Company at the address set forth in the Agreement (or at such other address as Company may designate in writing from time to time). All notices shall be in writing and shall either be served by personal delivery (provided that a written receipt shall be obtained indicating that such delivery was made) or certified mail (return receipt requested), all charges prepaid. Except as otherwise provided herein, such notices shall be deemed given upon the earlier of actual receipt, five (5) days following deposit into the United States mail (certified mail, return receipt requested), the next business day following deposit with a nationally recognized overnight courier service, or the same day following transmission of a an email during regular business hours (with the original thereof posted first-class mail, postage prepaid, within two (2) business days thereafter), in each case with all charges prepaid, except that notices of change of address shall be effective only after the actual receipt thereof.
   
   
7. Termination/Force Majeure.
   1. Either Party shall have the right, but not the obligation, to terminate the Agreement with respect to any event specified in clauses (i) or (ii) in this Section 7(a), effective immediately upon the other Party’s receipt of written notice with respect thereto: (i) if the other Party commits a material breach of the Agreement that is not cured by the other Party within thirty (30) days following receipt of written notice from the non-breaching Party of such material breach; or (ii) if the other Party becomes insolvent or is the subject of any bankruptcy proceedings. In addition, Company reserves the right to suspend or terminate any services in the event that any payment by Client is not made in full within five (5) days of its due date or if Company determines that continuing to provide services would create a material risk of violation of applicable law, rule or regulation or intellectual property infringement.
   2. The failure of either Party to comply with any term or condition of the Agreement because of a Force Majeure Event (as defined below), other than obligations to make payments when due, shall not be deemed a breach of the Agreement. A “Force Majeure Event” shall mean any of the following, the occurrence of which makes performance of an obligation or the provision of Company’s services hereunder impossible, impracticable or unsafe: (i) an act of God (including earthquake), fire, strike or other labor dispute, war or threat of war, act of public enemy, act of terrorism or threats thereof, riot or civil commotion, national state of emergency, enactment, rule, order or act of any government or governmental instrumentality, severe or hazardous weather conditions (except as set forth below), epidemic/ pandemic (including a health epidemic), prolonged interruption in, or substantial delay or failure of, technical facilities, or sustained failure or substantial delay of necessary transportation services, or any other event or condition beyond Client and/or Company’s reasonable control, as applicable. If a Party is prevented from performing its obligations under the Agreement due to a Force Majeure Event, such Party shall provide immediate notice to the other Party identifying such Force Majeure Event and its impact on such Party’s obligations. The Party prevented from performing its obligations under the Agreement by a Force Majeure Event will, except in the case of any payment obligation under the Agreement, be excused from the performance of such obligations from the date of such notice for so long as the specified Force Majeure Event continues to prevent such Party from performing such obligations, provided that: (A) such Party will, throughout the duration of the Force Majeure Event, take reasonable steps to mitigate the effects of the Force Majeure Event on the other Party; and (B) upon cessation or resolution of the Force Majeure Event, the Party affected will promptly notify the other of such cessation or resolution to the reasonable satisfaction of the Parties and resume performance of such Party’s obligations under the Agreement. For the avoidance of doubt, if performance by either Party of such Party’s obligations under the Agreement is affected by a Force Majeure Event, such Party will nevertheless remain liable for the performance of all of such Party’s obligations that are not affected by the Force Majeure Event (including all payment obligations, provided, however, that in the event the Force Majeure Event forces Company to delay its ability to perform the Marketing Campaign, Client’s payment obligations will be paused until Company is able to resume all its obligations with respect to the Marketing Campaign). With respect to Marketing Campaigns not provided or rendered unavailable due to a Force Majeure Event, the Parties will work together in good faith to agree either upon additional Marketing Campaigns to be provided during the remaining term of the Agreement or to an amount to which Company will be credited with respect to Company’s remaining payment obligations under the Agreement and/or refunded.
   3. Sections 1, 2, 3(a), 3(b), 4, 5, 6, 7(b) and 8 of these Terms, as well as any payment obligations of Client that have not then already been fulfilled, shall survive any expiration or termination of any SOW and the Agreement.
      
      
8. Miscellaneous.

   1. Neither Party shall have any right to assign any of its rights or obligations hereunder without obtaining prior written approval from the other Party, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that Company shall (i) be entitled to engage subcontractors to assist Company in providing the services contemplated hereunder, provided that Company shall remain liable for all of its obligations under the Agreement, and (ii) have the right to assign the Agreement to an affiliate of Company, to acquirer of all or substantially all of the assets of Company that relate to the subject matter of the Agreement, or in connection with a merger, consolidation or similar transaction.

   2. Nothing contained in the Agreement shall be construed to create a partnership or joint venture between the Parties, or to make either Party the agent of the other, each Party hereto being an independent contractor.

   3. A waiver by either Party of any term or condition of the Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations, and agreements contained in the Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.

   4. If any provision of the Agreement is held to be invalid or not enforceable by a court of competent jurisdiction, then such provision shall be deemed severed herefrom, and such invalidity or unenforceability shall not affect any other provision of this Agreement, the balance of which shall remain in, and have its intended, full force and effect; provided, however, that if any such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, then such provision shall be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.

   5. Client acknowledges and agrees that Cookies and packaging will not begin to be manufactured until Client has provided all necessary Client IP and approved all Cookie and packaging designs (as applicable) and advertising copy. Client agrees that Client will provide all necessary Client IP and approve all Cookie and packaging designs (as applicable) and advertising copy by no later than the date designated in the applicable SOW as the date on which services are to begin (the “Start Date”). Client will have the right to postpone the Start Date by up to a maximum of one month. If Client causes a delay of more than one month, then all fees paid or payable by Client with respect to the excess period of delay beyond the one-month maximum will be deemed fully earned by Company, without any obligation of Company to deliver the Cookies associated with that excess period of delay at a later date.

   6. If during any period after Client has provided all necessary Client IP and approved all Cookie and packaging designs (as applicable) and advertising copy Company delivers less than the number of Cookies that Company is obligated to deliver during such period, Client’s sole and exclusive remedy will be for Company to deliver the shortfall amount of Cookies in a subsequent month.

   7. Client agrees to allow Company to use campaign data from services rendered for Company's marketing efforts. Company will have the right to include Client’s name and logo on Company’s client list, and Client’s testimonials and feedback, on Company’s website, social media accounts and marketing materials.

   8. The Agreement shall be governed, interpreted, construed, regulated and conformed in accordance with the laws of theState of New York without regard to its conflict of laws provisions. As set forth more fully below, any disputes arising under or relating to the Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration. A Party may commence mediation by providing to JAMS and the other parties a written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling and venueing the mediation proceedings, provided that the mediator shall be a retired judge and the proceedings shall be seated in and take place in the Borough of Manhattan, City of New York, State of New York. The Parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. A Party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first ("Earliest Initiation Date"). The mediation may continue after the commencement of arbitration if the Parties so desire. If the dispute is submitted to arbitration, then the dispute shall be determined by arbitration before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This Section 8(h) shall not preclude parties from seeking injunctive relief or other provisional remedies in aid of arbitration from a court of appropriate jurisdiction. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The Parties will take such action, if any, required to effectuate such tolling.