Designing the New Legal Sponsorship
Terms and Conditions
The Designing the New Legal Sponsorship Experience (“DNL Sponsor Experience”) shall be governed by the following terms and conditions.
1. Parties. These Terms and Conditions shall govern the sponsorship relationship between Kimberly Y Bennett LLC, a Georgia limited liability company (“KYB LLC”) and Sponsor, as designated in the Sponsorship Agreement.
2. Sponsorship. KYB LLC hereby engages Sponsor, and Sponsor hereby accepts such engagement to be a sponsor of the DNL Sponsor Experience subject to these Terms and Conditions.
3. Sponsorship Benefits. KYB LLC shall provide Sponsor with the Sponsorship Benefits listed in the Sponsorship Agreement.
4. Sponsorship Fee. Sponsor agrees to pay the fee made payable to KYB LLC and due within 7 days of signing the Sponsorship Agreement.
5. License Grants.
a. Each party accepts a non-exclusive, non-transferable, non-sublicensable right and license to use the other party’s trademark, trade name, service mark, design, logo, domain name, or other indicator of the source or origin of any product or service (“Mark”) during the Term of this engagement in its advertising, marketing, and promotional materials in all formats and media, including on its website, mobile apps, and social marketing pages on third-party websites and mobile apps, to identify and promote Sponsor’s association with the DNL Sponsor Experience.
b. Each party shall use the other party's Mark solely in accordance with the other party's trademark usage guidelines.
6. Term. This Sponsorship will be valid for up to one calendar year beginning on or after January 1 and ending on December 31 of the year the sponsorship was commenced (the “Term").
7. Termination and Refunds.
a. KYB LLC may terminate this Agreement at any time for any reason. In the event KYB LLC terminates this Agreement for any other reason other than Sponsor’s breach of Agreement, KYB LLC shall refund a prorated portion of any fees received from Sponsor.
b. Sponsor may terminate this Agreement for breach of Agreement by KYB LLC after giving KYB LLC at least fourteen (14) days prior written notice specifying the nature of the breach and giving KYB LLC at least fourteen (14) days to resolve such breach.
8. Representations and Warranties. 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 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 this Agreement, to grant the rights and licenses granted under this Agreement, and to perform its obligations under this Agreement; (iii) the execution of this Agreement by its representative whose signature has been duly authorized by all necessary corporate action of the party; and (iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
9. Indemnity. In no event shall either party be liable to the other party for any consequential, incidental, indirect, or punitive damages regardless of whether such liability results from breach of contract, breach of warranties, tort, strict liability, or otherwise.
10. Limited Liability. Sponsor for and on behalf of itself, its employees, agents, and invitees, and each other, releases and waives any and all claims, demands or actions against KYB LLC and its respective officers, directors, employees, and agents resulting from any act or omission of Sponsor, its employees, agents, and invitees.
11. Notices.
All notices, requests, consents, claims, demands, waivers, and other communications must be in writing and addressed to the parties as follows:
a. To WeWork
c/o Kimberly Y Bennett LLC
1175 Peachtree Street NE, Suite 1000
Atlanta, GA 30361
To Sponsor:
the address indicated on the Sponsorship Agreement
b. Notices sent according to this Section 11(b) will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email with a confirmation of transmission if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the 14th day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
12. Disagreement. In the case of a disagreement at any point, the parties will refer the matter to an independent arbitrator appointed by mutual agreement.
13. Governing Law. This Agreement is governed by and executed in accordance with the laws of the State of Georgia applicable to agreements made and to be performed entirely within this state.
14. General.
a. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
b. The headings in these Terms and Conditions are for reference only and do not affect the interpretation of this Agreement.
c. These Terms and Conditions, together with the Sponsorship Agreement, constitute the entire agreement of the parties for the Designing the New Legal Sponsorship Experience, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, concerning such subject matter.
d. 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 without the other party's prior written consent.