Golden Tree Events LLC (the “Golden Tree”), a corporation established in Dubai, with its head office located at: Al Arabia 4U Business Centre, Al Saaha Offices C Old Town, Downtown Dubai, Level 2 Office no.W202, Dubai
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
1 Purpose of the Agreement
Golden Tree is in the business of running and organizing award programs as described in documents related to the same incorporated herein via references.
1.1 Sponsor wishes to enter into this Agreement with Golden Tree for mutual benefits of sponsorship as described herein.
1.2 Sponsor wishes that Golden Tree promotes its brand via Golden Tree’s award program / event (#Award Name#), marketing and other modes as specified herein and in related documents incorporated herein via references.
1.3 Both parties are eligible to enter into this Agreement with each other and are not disqualified in any manner.
2 Services
Golden Tree agrees to provide Sponsor with services as specified in the Sponsorship Agreement and in accordance with any proposals and other documents in relation to this Agreement (“Sponsorship Package Proposal”). The marketing services mentioned in the Proposal shall be provided as scheduled by Golden Tree. In the event that for particular components of the Proposal, service frequencies are variable, they may be provided as per a tentative frequency agreed upon by the Parties.
3 Term
This Agreement shall commence as of the Effective Date and subsist until the termination of the event organised by Golden Tree as specified in the Proposal from #Sponsor Date Range# or unless terminated in accordance with the terms of this Agreement (“Term”). This Agreement shall terminate automatically after the Term of this Agreement unless the Parties agree to extend the Term further in writing.
Sponsor Responsibilities
3.1 For the purposes of providing these Services, Sponsor agrees:
3.1.1 To provide Golden Tree with relevant marketing materials in advance for the provision of the services including photos, logos, videos, or email content & other materials requested by Golden Tree.
3.1.2 To authorize Golden Tree, use of all Sponsor’s logos/branding, trademarks, platform images, etc., for provision of the Services including (without limits) for any uses as deemed necessary by Golden Tree.
3.1.3 During the Term of this Agreement, Golden Tree may determine that additional information or details for the purposes of providing the Services (“Additional Information”) may be required. The Sponsor shall provide Golden Tree the required Additional Information.
3.1.4 In the event Golden Tree determines, it would be impossible to provide Services or partially not possible to provide the Services due to lack of Additional Information, Golden Tree may suspend the Services in which case no refund shall be provided.
4 SPONSORSHIP
Golden Tree in consideration of the amounts received from the Sponsor as may be specified in writing and which is appended or in relation to this Agreement (“Consideration”), which is incorporated herein by this reference, shall actively promote and sponsor Sponsor’s brand namely #Sponsor Company Name# (“Brand”) for the agreed upon period and other additional benefits mentioned in the Proposal.
5 Sponsorship Packages
The Services mentioned herein shall be provided in line with the sponsorship package opted by the Sponsor (“Sponsorship Package Proposal”) in the Proposal. Golden Tree shall not provide any services that may be construed as outside the scope of the terms of the Proposal. In the event that the Sponsor wishes to change their Sponsorship Package terms, they may do so by contacting Golden Tree at support@goldentreeevents.org (“Change Requests”). Golden Tree reserves the right to refuse any Change Requests from the Sponsor. Golden Tree shall not be obliged to pay any refunds in the event that the Sponsor wants to initiate any Change Requests. In the event of any Change Requests to the Sponsorship Packages, the Sponsor shall be required to pay additional amounts as may be notified by Golden Tree.
6 No warranties
All services of Golden Tree are provided on an “As Is” and “As Available” basis without warranty, representation, or guarantee of any kind whatsoever, either express or implied, including, but not limited to, any warranties of title or accuracy and any implied warranties of merchantability, fitness for a particular purpose, or non-infringement and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed, with the sole exception of warranties (if any) which cannot be expressly excluded under applicable law. Golden Tree does not warrant that any particular service, content, or product referred to in the Agreement is safe, appropriate, or effective for your and/or your employees; (i) that results of using the services provided by us will meet your requirements(ii) the use of the services provided by Golden Tree provided shall comply with any laws, rules, regulations, requirements, policies, qualifications, or best practices, including but not limited to privacy laws, professional licensure, or reimbursement; (iii) the use of the services provided by Golden Tree shall not result in legal duties or liability. We do not guarantee in any instance that any particular content or material shall be made available through the services provided by Golden Tree. Golden Tree does not warrant or guarantee that the Agreement will result in the benefit of the Sponsor in any manner in terms of including without limits, sales, increase in sales, client /audience accuracy, acquiring leads, etc.
7 Refunds
7.1 If Golden Tree terminates the Agreement due to reasons beyond the control of Golden Tree including any force majeure events listed in this Agreement, the sole remedy of the Sponsor shall be that Golden Tree shall provide the services to which the Sponsor may be entitled to during the Term, in the subsequent year’s award program organized by Golden Tree from the date of termination of this Agreement. Golden Tree shall not be obligated to provide refunds under any circumstances.
7.2 The Sponsor shall not be entitled to a refund in the event that the Agreement is terminated by the Sponsor for any reason. The Sponsor shall forfeit the services to which they are entitled to under this Agreement in the event the Sponsor terminates the Agreement for any reason without any liability to Golden Tree.
8 Intellectual Property Rights; Ownership.
“Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, graphic design, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works, mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Sponsor Materials” means any materials provided to Golden Tree by Sponsor, for the purpose of availing the Services.
8.1 Sponsor and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the Sponsor Materials, including all Intellectual Property Rights therein. Golden Tree shall have no right or license to use any Sponsor Materials except to the extent necessary to provide the Services to Sponsor. All other rights in and to the Sponsor Materials are expressly reserved by the Sponsor.
Golden Tree reserves the right to utilize the Sponsor Materials for promotional purposes such as service advertisements, client testimonials, etc. The Sponsor hereby through this reference agrees that the terms of this section are reasonable and acknowledges adherence to the same to the maximum extent permitted by applicable laws.
9 General Service Limitations
9.1 In addition to other limitations and conditions set forth in this Agreement or other attached terms and conditions, the following service limitations are expressed:
9.2 If a server/ marketing partner services downtime causes disruption in Golden Tree’s services.
9.3 If the Sponsor does not provide materials for the effective provision of the services.
9.4 If the Sponsor is not communicative to Golden Tree when required for providing the services.
9.5 If the services requested by the Sponsor are out of scope of the Agreement.
9.6 If the services cannot be provided due to impossibility.
10 Limitation of Liability
In no event shall Golden Tree or any of its Directors, Employees or Other Representatives be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the possibility of such damages. Sponsor shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which its network and equipment is to function.
11 Termination
11.1 Termination for Convenience. Sponsor may terminate this Agreement at any time, without a cause, by providing at least 60 days’ prior written notice to the other Party.
11.2 Termination for Cause. Either Party may terminate this Agreement or any Proposal, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
11.2.1 materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; or
11.2.2 (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 30 business days or is not dismissed or vacated within 120 days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has 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.
11.3 Effects of Termination or Expiration. Upon expiration or termination of this Agreement for any reason:
11.3.1 Golden Tree shall (i) promptly deliver to Sponsor all Sponsor Materials in its possession, and (ii) promptly return any Sponsor’s accounts and login credentials.
11.3.2 Each Party shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information, (ii) permanently delete all of the other Party’s Confidential Information from its computer systems, and (iii) certify in writing to the other Party that it has complied with the requirements of this clause.
11.4 The Sponsor shall be obliged to pay any pro rata costs, fees, other amounts to which the Sponsor may be entitled to for services rendered post termination of this Agreement upon written request/invoice sent by Golden Tree.
Survival. All rights or obligations of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
12 Non-Disclosure Obligation
Golden Tree acknowledges that in the course of providing services to said Sponsor, Golden Tree may learn from Sponsor, certain non-public personal and otherwise confidential information relating to Sponsor’s business, including its customers, consumers, or employees. Golden Tree shall regard any and all information it receives which in any way relates or pertains to said Sponsor, including its customers, consumers, or employees as confidential. Golden Tree shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve Sponsor or as expressly and specifically permitted in writing by said Sponsor or as required by applicable law. This provision shall survive termination of this Agreement.
13 Indemnification
Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims, actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and expenses (including, without limitation, attorneys fees, accounting fees, and investigation costs to the extent permitted by law) alleged or incurred arising out of or relating to any operations, acts, or omissions of the indemnifying party or any of its employees, agents, and invitees in the exercise of the indemnifying party’s rights or the performance or observance of the indemnifying party’s obligations under this agreement. Prompt notice must be given of any claim, and the party who is providing the indemnification will have control of any defense or settlement.
14 Miscellaneous
14.1 Entire Agreement: This Agreement shall constitute the entire agreement between the Parties relating to the subject matter contained in this Agreement and supersede all prior or contemporaneous negotiations, commitments and understanding of the Parties whether oral, written or otherwise.
14.2 Governing law: This Agreement shall be construed and enforced according to the laws of Dubai, UAE and any dispute under this Agreement must be brought in this venue and no other.
14.3 Successors and Assigns: This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, legal or personal representatives, successors, and assigns.
14.4 Severability: If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
14.5 Notices: Any notice or other communication to be given or sent hereunder shall be left or sent by email or prepaid registered post to the Party concerned at its address set out in this Agreement or such other address as the Party concerned shall have notified in accordance with this Clause to the other Party.
14.6 No partnership: Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership or principal and agent relationship between the Parties, and none of the Parties shall have any authority to bind or commit the other.
14.7 Amendment: This Agreement shall not be varied, amended or cancelled unless such variation, amendment or cancellation has been expressly agreed to in writing by the Parties.
14.8 Survival: All provisions that logically ought to survive termination of this agreement shall survive.
14.9 Waiver: No delay or failure by any of the Parties to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof unless made in writing. No single waiver shall constitute a continuing or subsequent waiver.
14.10 Taxes: The Parties shall bear their respective taxes applicable to them which may arise by virtue of this Agreement imposed by appropriate authorities. Neither Party shall collect taxes on the behalf of the other Party unless mandated by applicable laws.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.