TERMS OF AGREEMENT: This Agreement is effective as of today and shall remain effective until the “Event” ends on May 20, 2023. This Agreement defines the terms under which Verde Valley Wine Festival and the Sponsor enter into a sponsorship Agreement for the 6th Annual Verde Valley Wine Festival.
Limited Licenses: Subject to the terms and conditions of this Agreement, Sponsor grants to Verde Valley Wine Festival the right to use Sponsor's trademarks, trade names, and logo designs and company descriptions as prepared and delivered to Verde Valley Wine Festival by Sponsor, in any medium of advertising, marketing materials, and/or promotional goods published or otherwise distributed in conjunction with the Event. Subject to the terms and conditions of this Agreement, Verde Valley Wine Festival grants the Sponsor a limited, non-exclusive license to use any of Verde Valley Wine Festival’s artwork and logo designs on the Event website solely for the purpose of promoting the Event and linking to the Event site. Sponsor shall not be permitted to modify any of Verde Valley Wine Festival’s artwork or logos in any way. These limited licenses are granted for the duration of the 2023 Event. All rights and privileges granted to each party by these limited licenses shall immediately expire at the conclusion of the Event or upon earlier termination of this Agreement.
Compliance with Applicable Laws & Permits: The parties shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all other governmental requirements relating to the Event. Sponsor acknowledges and agrees that Sponsor has and will at all times maintain all applicable governmental permits, licenses, consents, and approvals necessary to perform its obligations under this Agreement. Verde Valley Wine Festival agrees that it will obtain in advance all state and local event permits and licenses that it is required to obtain to conduct the Event.
Indemnity: Verde Valley Wine Festival shall not be responsible for any loss of or damage to property of Sponsor, its employees, agents, contractors or assigns nor for any personal injury to Sponsor's officers, directors, employees, agents, contractors and/or invitees except to the extent any such claims may be directly and solely attributable to the gross negligence or willful misconduct of Verde Valley Wine Festival its directors, officers, and/or employees. Sponsor shall indemnify, defend, and hold Verde Valley Wine Festival harmless from and against any claims arising out of, or relating directly or indirectly to, content on their respective web sites, use of Sponsor’s trademarks and logos, and other Sponsor-provided materials.
Limitation of Liability: In no event shall either party be liable to the other party for any incidental, consequential, indirect, or punitive damages (including but not limited to lost profits) regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damages. Notwithstanding anything else in this Agreement, Verde Valley Wine Festival´s liability to Sponsor for any claim against Verde Valley Wine Festival shall be limited to the amount paid by Sponsor in accordance with this Agreement.
Cancellation Policy: This Agreement is effective as of the date signed below and shall remain effective until the Event ends on May 20,2023, unless earlier terminated by either party. All requests for refunds must be in writing, received, and confirmed by Verde Valley Wine Festival staff at least 60 days prior to the Event. Requests for cancellation received up to 60 days of the Event will be issued a pro-rated refund based on for the time remaining in the Agreement. Verde Valley Wine Festival may terminate this Agreement at any time by notifying Sponsor in writing or by email. Upon such termination, Verde Valley Wine Festival shall return to the Sponsor that portion of the Sponsorship fee pro-rated for the time remaining in the Agreement.
Miscellaneous: The parties acknowledge that they will use their best good faith efforts to negotiate and resolve subsequent issues that may arise from this Agreement as a result of unforeseen occurrences and that may alter the conditions of this Agreement.
If Sponsor is making an in-kind sponsorship and Sponsor fails to deliver the above-described goods or services for the Event, Sponsor agrees to reimburse Verde Valley Wine Festival for any costs incurred as a result of Sponsor’s failure and for the fair market value of all marketing and publicity benefits granted to or received by Sponsor pursuant to this Agreement.
This Agreement represents the only relationship between VVWF and the Sponsor. No other relationship between the two entities exists, implied or otherwise. If either party is unable to perform any obligation under this Agreement due to circumstances beyond its control, such party shall be excused from performance if and so long as it is prevented from performing such obligation, except any obligation to pay, provided such party notifies the other party and such party uses its best efforts to overcome the circumstances preventing its performance.