2024 BRAND PARTNERSHIP

TERMS AND CONDITIONS

The following are the Terms and Conditions (the “TACs”) for Breaking Through The Lens’ sponsorship program (the “Sponsorship”) between Breaking Through The Lens (“BTTL”) and you (either an individual or a legal entity that you represent as an authorized employee or agent) (“You”). Please read them carefully. These TACs shall govern the Sponsorship Agreement provided to you (the "Agreement"). All Parties, language, definitions and sections referred to in the Agreement carry over and apply to these TACs in full. By signing the Agreement, you expressly accept all terms and conditions contained herein.

1. Modifications to the Agreement. We reserve the right, at our sole discretion, to change, modify or otherwise alter these TACs at any time. Such modifications shall become effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of the TACs at https://www.breakingthroughthelens.org/terms.

2. Intellectual Property Rights
(a) Ownership. The Parties acknowledges that:

(i) Neither has an interest in the other Party’s intellectual property other than the license granted under Section 2(b) of the Agreement;
(ii) Each Party will remain the sole and exclusive owner of all right, title, and interest in its marks;
(iii) Any and all goodwill in the other Party’s intellectual property will solely benefit of the other Party; and
(iv) Each Party reserves all rights in its respective marks not expressly granted under the Agreement.

(b) License Grant.

(i) Sponsor hereby grants BTTL, and BTTL, hereby accepts, a non-exclusive, non-transferable, non-sublicensable right and license to use the intellectual property set forth on Schedule B during the Term (the “Sponsor Marks”) in BTTL’s advertising, marketing, and promotional materials, in all formats and all media whether now known or hereafter devised, including on its website, mobile apps, and social media marketing pages on third-party websites and mobile apps, to identify and promote Sponsor as a Gold Level sponsor of BTTL.
​(ii) BTTL hereby grants Sponsor, and Sponsor hereby accepts, a non-exclusive, non-transferable, non-sublicensable right and license to use the intellectual property of BTTL (the “BTTL Marks”) set forth on Schedule B as reasonably necessary to perform the Sponsorship Obligations during the Term.

(c) Prior Approval. Each Party must submit examples of all proposed uses of the Party's Marks to the other Party for written approval, provided that any failure of either Party to object in writing to any proposed use within 7 business days will be deemed approval of such use.

(d) Prohibited Uses. Sponsor may not use the BTTL Marks in any manner that suggests or implies endorsement of political views or religious beliefs, including, without limitation, in connection with any campaign activity for or against a political candidate or in connection with any lobbying activity.

3. Term. The term of this Agreement commences as of the Effective Date on the signature page, unless terminated earlier pursuant to any express provisions of the Agreement, will continue in effect upon the completion of the Sponsorship Obligations (the "Term").​

4. Termination
(a) BTTL may terminate the Agreement immediately upon written notice to Sponsor, if, in BTTL's sole discretion, the value of the sponsorship association for BTTL is materially diminished, or if such association may cause BTTL harm to its reputation, as a result of:

​(i) A material change in the Sponsorship Obligations, including a change in timing, location, content, purpose, or target audience, including any change that is caused by or related to a Force Majeure;
​(ii) Sponsor’s fails to pay the Sponsor Fee or timely perform the Sponsor Obligations; or
(iii) Sponsor, or any of its officers, directors, or employees, become the subject of a regulatory or law enforcement inquiry or action alleging conduct that is unlawful, unethical, or otherwise harmful to the reputation of the BTTL.

(b) Either Party may terminate the Agreement, immediately upon written notice to the other party if:

(i) The other Party materially breaches this Agreement, and such breach is:

​(A) Incapable of cure; or
(B) Being capable of cure, but remains uncured 14 days after the non-breaching party provides the breaching party with written notice thereof; or

​(ii) The other Party:

(A) Becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
(B) Files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
(C) Makes or seeks to make a general assignment for the benefit of its creditors; or
(D) Applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) On expiration of or termination of the Agreement:

(i) All licenses granted hereunder will also terminate and each Party will immediately cease using the other Party's intellectual property;
(ii) The Parties will be relieved of their respective further obligations under this Agreement; and
​(iii) If BTTL terminates this Agreement early pursuant to Section 4(a) or Section 4(b), BTTL will not refund Sponsor of any previously paid Sponsorship Fee.

d) The provisions set forth in the Agreement and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of the Agreement.

5. Compliance with Internal Revenue Code § 513: No Substantial Return Benefit or Endorsement. BTTL will not provide Sponsor with any “substantial return benefit,” as defined in Code § 513(i) and the corresponding Treasury Regulations, as amended. For the avoidance of doubt, any acknowledgment or identification of Sponsor in connection with the Sponsorship Benefits will:

(a) Be limited to a statement of acknowledgment or gratitude and may include display of Sponsor’s Marks in accordance with Section 3; and

​(b) Not include any qualitative or comparative language (e.g., references to price, savings or value information regarding any of Sponsor’s products or services).

​(c) No Endorsement. The Parties agree that BTTL will not be expected to endorse or promote Sponsor or any of its products or services, nor will any such endorsement or promotion be implied or construed based on BTTL’s acceptance of the Sponsorship Fee or performance of the Sponsorship Obligations by Sponsor. Sponsor agrees it will not state or imply, either orally or in writing, that BTTL, or its respective officers, directors, or employees, endorse Sponsor or its products.

6. Representationa and Warranties.

a) Each Party represents and warrants to the other party that:

​(i) It is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;
(ii) It has the full right, power, and authority to enter into the Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;
​(iii) The execution of the Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and
(iv) When executed and delivered by both parties, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

(b) Sponsor further represents and warrants that the Sponsor’s Marks and BTTL's use thereof without alteration and otherwise strictly in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any rights of any third party.

7. Indemnification.

(a) BTTL will not indemnify, defend, and hold harmless Sponsor and its members, directors, officers, employees, and agents (individually, an “Indemnified Party,” collectively, the “Indemnified Parties”) from and against any and all demands, claims, actions, suits, losses, damages (including property damage, bodily injury, and wrongful death), arbitration and legal proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Claims”) arising out of or relating to the acts or omissions, actual or alleged, of BTTL or BTTL’s employees, subcontractors, contingent workers, agents, and affiliates with respect to Sponsor’s performance of the Sponsorship Obligations, including, without limitation, BTTL’s use of the Sponsor Marks.

(b) Sponsor will indemnify, defend, and hold harmless BTTL, and each of its respective officers, directors, employees, agents, successors, and assigns (individually, an “Indemnified Party,” collectively, the “Indemnified Parties”) from and against all any and all loses resulting from any action arising out of or related to:

​(i) Performance of the Sponsorship Obligations; 
(ii) Use of the BTTL Marks or Sponsor Marks solely as used, presented, displayed, and distributed without alteration and otherwise in strict compliance with this Agreement; or
(iii) Sponsor's breach of any representation, warranty, covenant, or obligation of Sponsor under the Agreement.

8. Survival. Each Party’s obligations under the Agreement will be continuous and survive expiration or termination of this Agreement as expressly provided in the Agreement or otherwise required by law or intended by their nature.

9. Force Majeure. Neither Party will not be required to perform or be held liable for failure to perform if nonperformance is caused by labor strikes, work stoppages, war, hostilities, a national emergency, acts of God, epidemics, pandemics, quarantines, natural disasters, power failures, or any other causes beyond a Party’s control. Each Party will notify the other regarding a force majeure event and how to minimize its impact, and in all cases will make commercially reasonable efforts to address the problem and carry out its obligations.

10. Entire Agreement, Conflicts, Amendments. The Agreement contains the entire agreement of the Parties and supersedes all prior and contemporaneous agreements concerning its subject matter. If there is a conflict, the Agreement will prevail. Except as specifically permitted in the Agreement, no modification, amendment, or waiver of any provision of the Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

11. Notices and Approvals. Written notices, requests, and approvals under the Agreement must be delivered by mail or email to the other Party’s primary contact specified on the Agreement Summary & Signature Page, or as otherwise directed by the other Party.​

12. Severability. Each provision of the Agreement must be interpreted in a way that is enforceable under applicable law. If any provision is held unenforceable, the rest of the Agreement will remain in effect.

13. Choice of Law and Forum. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims, are governed by the laws of Wyoming, without regard to any conflict of law principle that would cause the substantive law of another jurisdiction to apply. The exclusive venue for the resolution of any dispute arising out of or relating to this Agreement is Laramie County, Wyoming, and each party hereby submits to personal jurisdiction in that forum and waives any objection to that forum, including any objection based on forum non conveniens.

14. Dispute Resolution; Arbitration. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or its alleged breach, the Parties will use their best efforts to settle the dispute, claim, question, disagreement, or alleged breach. To this end, the Parties will consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach a solution within 90 days, then, upon written notice by either Party to the other, all controversies or claims arising out of this Agreement must be determined by arbitration administered by the American Arbitration Association under the International Arbitration Rules, including the Emergency Interim Relief Procedures (to the extent such rules are not inconsistent with the provisions of this section). The arbitration must be at a location within Laramie County, Wyoming, United States of America, selected by the Arbitrator. The Parties will share equally all initial costs of arbitration. The decision of the arbitrator on any matter submitted will be final, conclusive, and binding upon the Parties, and the Parties agree that the decision and/or award of the arbitrator will be enforceable pursuant to the 1958 United Nations Convention on the Recognition and Enforcement of Foreign Arbitration Awards (i.e., the “New York Convention”). The Parties understand that these methods will be the sole remedy for any controversy or claim arising out of this Agreement and expressly waive their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision. This arbitration provision will survive the termination or cancellation of this Agreement. Each Party agrees to keep any dispute (and subsequent resolution) confidential and to protect this confidential information from public disclosure using any and all reasonable legal and technical means.

15. Covenant of Further Assurances; No Assignment. Both Parties, will upon request, perform any and all acts and execute and deliver any and all certificates, instruments, and other documents that may be necessary or appropriate to carry out any of the Agreement’s terms, conditions, and provisions or to carry out the Parties’ intent as expressed in this Agreement. Neither Party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party's prior written consent, which will not be unreasonably withheld.

16. Counterparts and Electronic Signatures. Except as may be prohibited by applicable law or regulation, this Agreement and any amendment may be signed in counterparts, by facsimile, PDF, or other electronic means, each of which will be deemed an original and all of which when taken together will constitute one agreement. Facsimile and electronic signatures will be binding for all purposes.​

17. Reference to Schedules. All references to Schedule A and Schedule B of the Agreement referred to in these TACs are an integral part of the Agreement to the same extent as if they were set forth verbatim herein and are hereby incorporated into the Agreement.

REVISED: 8th APRIL 2024