Sponsorship Terms and Conditions

These Sponsorship Terms and Conditions ("Terms"), together with the sponsorship quote or order form issued by Flywheel Dynamix, Inc. ("Flywl" or "Organizer") to the sponsor identified therein ("Sponsor") and accepted by Sponsor's signature (the "Quote"), constitute the entire agreement between the parties regarding Sponsor's participation in the Event. The Quote specifies the Event details, sponsorship level, benefits, and fees. In a conflict between these Terms and the Quote, these Terms control unless the Quote expressly states otherwise.

Sponsor shall pay the fees set forth in the Quote. A 50% deposit is due upon signing. The remaining balance is due no later than sixty (60) days before the Event; if the Quote is signed within sixty (60) days of the Event, full payment is due upon signing. Organizer may terminate this agreement without liability if payment is not received before the Event.

All fees are non-refundable. If the Event is cancelled by Organizer and not rescheduled within six (6) months of the original date, Organizer will refund fees paid, less documented costs already incurred and not recoverable in reliance on this agreement. If Sponsor cancels or breaches these Terms, all fees paid are forfeited as reasonable compensation for Organizer's commitments made on Sponsor's behalf. If a Force Majeure Event (defined in Section 9) causes postponement rather than cancellation, fees apply to the rescheduled date.

Sponsor's Event participants must be its own employees or contractors. Sponsor may not promote third-party products or represent other organizations at the Event without Organizer's prior written consent. No sponsorship is exclusive unless expressly stated in the Quote.

Sponsor grants Organizer a non-exclusive, irrevocable, perpetual, royalty-free license to use Sponsor's name, logo, and trademarks to promote the Event and Organizer's future events. Sponsor acknowledges that Organizer may photograph and video record the Event and grants Organizer an irrevocable, perpetual, and royalty-free license to use such images and recordings for any promotional purpose. Sponsor's logo and ad materials must be delivered to Organizer at least thirty (30) days before the Event; Organizer has no obligation to include materials received after that date.

Sponsor is responsible for delivering, setting up, and retrieving any materials, signage, or branded items it brings to the Event. Organizer is not responsible for loss, theft, or damage to Sponsor's property. Sponsor assumes full liability for any damage caused by Sponsor or its representatives at the Event or venue.

Upon Organizer's request, Sponsor shall maintain, at its own expense, commercial general liability insurance with limits of not less than $1,000,000 per occurrence covering Sponsor's participation in the Event, and shall name Organizer as an additional insured. Sponsor shall provide a certificate of insurance evidencing such coverage prior to the Event.

Organizer's total liability to Sponsor under these Terms shall not exceed the fees actually paid by Sponsor for the applicable Event. In no event shall either party be liable for indirect, consequential, incidental, or punitive damages. These limitations do not apply to Sponsor's indemnification obligations or either party's fraud or willful misconduct.

Neither party is liable for failure to perform due to causes outside its reasonable control, including acts of God, pandemic, government action, fire, flood, terrorism, or failure of third-party systems ("Force Majeure Event"). Organizer will provide prompt written notice of any Force Majeure Event affecting the Event.

Sponsor shall indemnify and hold harmless Organizer and its officers, employees, and agents from any claims, losses, or expenses (including reasonable attorneys' fees) arising from Sponsor's breach of these Terms, the acts or omissions of Sponsor's personnel at the Event, or Sponsor's infringement of any third-party rights.

Each party agrees to keep the other's non-public business information, including pricing, attendee lists, and internal materials shared in connection with this Agreement, confidential and not to disclose it to third parties without the disclosing party's prior written consent, except as required by law or as necessary to carry out obligations under this Agreement.

These Terms are governed by the laws of the State of California. Disputes not resolved by negotiation within thirty (30) days of notice shall be submitted to binding arbitration in San Francisco, California under JAMS rules, before a single arbitrator. The Quote and these Terms are the complete agreement between the parties; no prior representations or promises are incorporated. Sponsor may not assign these Terms without Organizer's written consent. Electronic signatures are binding.