The following Terms and Conditions apply to Sponsor and are incorporated into the Agreement.
1. Application of Georgia Charitable Sales Promotion Law.
Sponsor agrees that it is subject in all respects to the Georgia charitable sales promotion laws of the Georgia Statutes, Title 43, Chapter 17.
2. Trademarks and Intellectual Property.
2.1. Sponsor acknowledges CURE’s exclusive right, title, interest and ownership in and to federally registered and common law trademarks, trade names and service marks, including without limitation, the name CURE Childhood Cancer, Inc. and CURE Childhood Cancer and Leukemia, Inc. (collectively, the “Marks”). The Agreement must be approved by CURE for Sponsor to be granted use of the Marks. Use of the Marks by Sponsor shall be made solely in connection with the approved event. Sponsor does not have the right to alter or modify the Marks in any way whatsoever. Subject to CURE’s termination rights, the term of the revocable, non-exclusive, non-transferable right and license granted hereunder shall be from the date CURE signs the Agreement until the conclusion of the event. Sponsor shall not use the Marks except as expressly allowed by CURE for the event. Sponsor agrees not to make any claim or challenge any rights of or claimed by CURE to the Marks. No rights or licenses in or to any Mark is hereby granted except as expressly stated herein. In addition to CURE’s other termination rights, CURE has the unilateral right to terminate the license granted hereunder at any time if it determines that the event and/or Sponsor’s use of the Marks is or will be injurious to CURE or the Marks.
2.2. In order to protect the Marks, reputation and established goodwill of CURE, prior written approval from CURE must be received for each and every use of the Marks including, but not limited to, its use on event promotional materials (i.e., mailings, press releases, t-shirts, invitations, Web pages, e-mail blasts etc.), which include the Marks or reference CURE regardless of the medium. If Sponsor has printing deadlines, Sponsor must send the materials for CURE’s approval prior to the deadline. Unless otherwise agreed in writing, CURE shall have at least two weeks from the date of receipt to review and approve all use of the Marks and all event promotional materials.
2.3. All Marks shall, at all times and for all purposes, be deemed to have been acquired and be held by Sponsor in a fiduciary capacity and solely for the benefit of CURE. Upon the completion of the event or upon CURE’s exercise of its termination rights, Sponsor shall immediately cease all use whatsoever of the Marks. The unauthorized use or disclosure of the Marks may cause severe and irreparable damage to CURE. In the event of any violation of the Agreement, Sponsor agrees that CURE shall be authorized and entitled to obtain from a court of competent jurisdiction preliminary and/or permanent injunctive relief as may be reasonable to protect the Marks and information, as well as any other relief permitted by applicable law, including but not limited to, the recovery of damages, without the posting of any bond.
2.4. Sponsor shall return and deliver, or cause to be returned and delivered, to CURE all documentation, materials, media, objects and other tangible items that contain the Marks upon completion of the event or upon CURE’s exercise of its termination rights.
CURE may immediately terminate the Agreement upon Sponsor’s breach of the Agreement, including without limitation, any false or untrue statements by Sponsor in Part I. CURE may terminate the Agreement at any time and for any reason or no reason upon five (5) calendar days notice to Sponsor. The Agreement shall also terminate upon the conclusion of the event. In the event of termination, Sponsor shall immediately cease to use the Marks in its promotional materials and otherwise and shall immediately discontinue references in any manner to its relationship with CURE. Termination of the Agreement shall not relieve Sponsor of any of its obligations under the Agreement, including without limitation, Sponsor’s obligation to pay any donation owing to CURE.
4. Accounting, Record Retention and Audit Rights.
4.1. Sponsor will make donations contemplated by the Agreement within thirty (30) calendar days of the event’s completion or at other mutually agreed intervals (e.g., monthly) (“Donation Date”). Prior to or on the Donation Date, Sponsor shall provide CURE with written information sufficient, in CURE’s reasonable discretion, to show (i) the amount of money raised by the event, (ii) the amount of money raised during the event on a per unit or per service basis or other basis as applicable, (iii) the total amount of the donation owed to CURE under the terms of the Agreement (“Donation Amount”), and (iv) an explanation regarding the Sponsor’s calculation of the Donation Amount. To the extent multiple donations are to be made, Sponsor shall provide CURE the information set forth in this 4.1 on each Donation Date.
4.2. All applicable financial statements, financial reports, bills, receipts, or data related to the event shall remain in Sponsor’s possession for at least three (3) years after the Donation Date and shall be made available to CURE upon written request.
4.3. CURE shall have the right, upon prior written notice to Sponsor, to audit Sponsor’s books and records relating to Sponsor’s calculation of any Donation Amount. Such audit shall be at CURE’s expense and held during Sponsor’s regular business hours at Sponsor’s location and in such a manner as not to unreasonably interfere with Sponsor’s normal business activities. During any such audit, Sponsor shall make available to CURE and/or CURE’s auditors all of such books and records reasonably requested by CURE and/or CURE’s auditors relating to the Donation Amount. In the event CURE’s audit shall reveal any financial deficiency in connection with the calculation of the Donation Amount, Sponsor shall promptly within five (5) calendar days of written notice of such deficiency by CURE, pay the amount of any deficiency owing to CURE.
5. Sponsor’s Representations.
Sponsor represents to CURE that: (i) it will comply with all applicable laws, including without limitation, relating to the planning, promotion and conduct of the event; (ii) all necessary insurance, licenses and permits will be obtained and will be in force through the conclusion of the event; (iii) the event will result in no cost or expense to CURE whatsoever, unless expressly agreed by CURE in writing to the contrary and (iv) the Agreement was approved by Sponsor, the person signing the Agreement on behalf of Sponsor had authority to sign the Agreement and the Agreement is a binding and enforceable obligation of Sponsor enforceable against Sponsor in accordance with its terms.
6. Better Business Bureau’s Standards for Charity Accountability.
CURE abides by the standards set by the Council of Better Business Bureaus. All collateral material relating to the event must meet the following standards: (i) must state that CURE is the benefiting organization; (ii) state that more information about CURE can be found by calling (800) 443-CURE (2873) or by visiting its Web site at www.curechildhoodcancer.org; and (iii) the actual or anticipated percent or portion of the sales, admission price or other proceeds that will benefit CURE.
7. Independent Contractor.
Sponsor and CURE are independent contractors. Nothing in the Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Nothing in the Agreement shall be construed to authorize Sponsor, or any of its employees or representatives, to act as an agent of CURE. Under no circumstances may Sponsor open a bank account in the name of CURE.
Sponsor shall indemnify and hold harmless CURE and its directors, officers, employees, legal representatives and agents from and against all claims, actions, suits, proceedings, investigations, arbitrations, assessments, losses, damages, injuries, liabilities, settlements, penalties, costs and expenses (including reasonable attorney fees and costs) (“Claims”), including third party Claims, of whatsoever kind or nature caused by, arising out of, or occurring in connection with, any act or omission to act by Sponsor in connection with the event.
The Agreement may not be assigned by Sponsor without the express written consent of CURE. The Agreement contains the entire agreement of the parties regarding the subject matter hereof and supersedes all other prior agreements, whether written or oral, regarding such subject matter. The Agreement may be modified only by an instrument in writing executed by the parties. The Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. The waiver by either party of any default or breach of the Agreement shall not constitute a waiver of any other subsequent default or breach. The captions and section headings used in the Agreement are for convenience of reference only and shall not affect the construction or interpretation of the Agreement or any of the provisions thereof. The Agreement is a non-exclusive agreement, which preserves the right of CURE to contract with other individuals and companies for similar and related promotions. The Agreement may be signed in any number of counterparts with the same effect as if the signature to each such counterpart were upon the same instrument. An executed signature page by fax or email shall constitute an original signature.
As the authorized representative of the Sponsor: (i) I agree that all expenses of the proposed event will be paid by the Sponsor and (ii) I understand that if any donations for the event are being used to offset expenses, then checks, credit cards, or money orders MUST be payable to the Sponsor and will not be considered tax-deductible unless the Sponsor is a non-profit 501(c)(3).