Marketplace Policy

THIS Sponsor Marketplace Agreement ("Agreement) contains the terms of use that govern Sponsor’s access to and use of Campus Multimedia’s software-as-a-service solution, as well as related websites, mobile applications, products, and services offered to you, including updates, or any online services associated with the solution (“SponsorPlace”), and is entered into by and between your organization ("Sponsor," "you," or "your") and Campus Multimedia, LLC, a New York limited liability company ("Campus Multimedia," "SponsorPlace," "we," "us" or "our”). Capitalized terms not defined herein are defined in the Campus Multimedia Website Terms and Conditions or Privacy Policy, both of which are incorporated into this Agreement. 

WE PROVIDE ACCESS TO SPONSORPLACE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT SPONSOR ACCEPTS AND COMPLIES WITH THEM. BY CHECKING THE “ACCEPT” BUTTON, SPONSOR (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) SPONSOR IS 18 YEARS OF AGE OR OLDER; AND (II) IF SPONSOR IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, CLIENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND BIND ENTITY TO ITS TERMS. IF SPONSOR DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT AND DO NOT GRANT ACCESS TO SPONSORPLACE TO SPONSOR AND SPONSOR MUST NOT ACCESS SPONSORPLACE. WE HAVE THE RIGHT TO DENY ACCESS TO SPONSORPLACE FOR ANY REASON. 

Campus Multimedia reserves the right to modify this Agreement at any time by any means including without limitation by: (i) posting the modifications to http://www.sponsorplace.com/mp-policy-sponsor and/or (2) requiring Sponsor to “click to accept” the modified Agreement. By continuing to use SponsorPlace, Sponsor accepts any and all modifications to this Agreement. If modifications to the Agreement are unacceptable to Sponsor or causes Sponsor to no longer be in compliance with this Agreement, Sponsor must terminate this Agreement and immediately stop using SponsorPlace. If any future modifications are implemented as a “click to accept” Agreement, Sponsor may not be able to continue using SponsorPlace unless Sponsor affirmatively accepts the modified Agreement. 

WHEREAS, Campus Multimedia commercializes a SaaS marketplace platform, which enables Sponsors to purchase Sponsorships from Clients that are then memorialized by a separate terms and conditions agreed to between the Sponsor and the Client; and  

WHEREAS, the Campus Multimedia platform includes a Sponsor and Client facing interface that enables Sponsors and Clients to access the platform referred to as SponsorPlace; 

NOW, THEREFORE, the parties agree as follows: 

DEFINITIONS 

(a)   "Client" means the school, school district, or other entity that offers Sponsorship opportunities via SponsorPlace. 

(b)   "Confidential Information" means all non-public information that a party designates as confidential, or which under the circumstances of disclosure ought to be treated as confidential. Confidential Information does not include information that is: (i) known to a party before the disclosing party's disclosure to the receiving party; (ii) information publicly available through no fault of the receiving party; (iii) received from a third party without breach of an obligation owed to the disclosing party; or (iv) independently developed by a party without reference to or use of the disclosing party's Confidential Information. 

(c)   "Data Protection Law" means any law, rule, regulation, decree, statute, or other enactment, order, or mandate relating to data security, data protection and/or privacy, including but not limited to the California Consumer Privacy Act ("CCPA"), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.  

(d)   "Evaluation" means SponsorPlace's process for evaluating your Sponsorship with the applicable Evaluation Requirements.  

(e)   "Evaluation Requirements" means the technical, functional, content, and other policy requirements established by SponsorPlace in its sole discretion, including the Content Standards in the Website Terms of Use. 

(f)   "Personal Data" means any information relating to an identified or identifiable natural person ("Data Subject") and any other data information that constitutes personal data or personal information under any applicable Data Protection Law. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 

(g)   "Sponsor Account" means a service account for purchasing and managing your Sponsorships through SponsorPlace, which includes a user name and password. 

(h)    "Sponsor Content" means any writing, images, pictures, graphics, and any other content uploaded to SponsorPlace for a Client to use in its Sponsorship.  Sponsor expressly warrants that such Sponsor Content shall not include political speech or references to tobacco, alcohol, gambling, drugs, or material of sexual nature. 

(i)   "SponsorPlace Mark(s)" means trademarks and services marks, logos, badges and other business identifiers of SponsorPlace. 

(j)   "Sponsorship" means the financial support provided by Sponsors to Clients via the SponsorPlace marketplace in exchange for agreed upon access, services, or publicity.  

(k) "Sponsorship Fee" means a fee payable to Client for purchasing their Sponsorship opportunity via SponsorPlace. 

1.  SPONSOR ACCOUNT 

To purchase and manage your Sponsorship(s) on SponsorPlace, you must create a Sponsor Account through SponsorPlace and provide all information required by SponsorPlace to approve you as a Sponsor. SponsorPlace may use your contact information provided to send you information regarding announcements, programs, updates, and the like for your Sponsor Account. You agree that SponsorPlace may display the contact information (including email address) provided for Client contact and support, and transactional purposes. You are responsible for all activity that takes place with your Sponsor Account. If you fail to keep your Sponsor Account in good standing, SponsorPlace may revoke your Sponsor Account, remove your listings from SponsorPlace, retain associated fees (if any), and pursue any other remedies available to SponsorPlace. 

2.  PURCHASING YOUR SPONSORSHIP 

(a)   Purchasing.  You must purchase each Sponsorship that you wish to obtain through the SponsorPlace platform. The Client you purchase a Sponsorship from is solely responsible and liable for the Sponsorship, including delivery. Every Client has 72 hours from the time of Sponsorship purchase through SponsorsPlace to decline such purchase for any reason in their sole discretion. 

(b)   Uploading Sponsor Content.  You must upload the Sponsor Content for a Sponsorship to SponsorPlace in a final, print-ready format.  SponsorPlace nor the Client is responsible to provide a proof version of any Sponsor Content before its use, and neither Sponsor or the Client may be held liable for any damages occurred related to the Sponsor Content.  SponsorPlace may retain copies of the Sponsor Content and any other materials you submit to SponsorPlace. SponsorPlace will not return them, so you must maintain your own backup copies. 

(c)   Changes and Updates to Sponsorship Offerings.  To the extent you make available changes and updates to your Sponsorship, those changes and updates are subject to the requirements of this Agreement. 

(d)   Evaluation.  All Sponsors and Sponsor Content are subject to Evaluation during the Sponsorship process.  All Sponsor Content must meet the requirements of this Agreement including the Content Standards in the SponsorPlace Website Terms of Use. We retain the right to verify whether your Sponsorship meets our criteria in our sole discretion. We may request additional information or documentation reasonably necessary to complete the Evaluation. Failure to respond to requests for additional information may result in a denial of your Sponsorship. We will make commercially reasonable efforts to complete the evaluation within a reasonable time and will notify you of our decision. 

(e)   Continual Assurances.  Once uploaded to SponsorPlace, SponsorPlace may periodically Evaluate your Sponsor Content to verify that it continues to comply with this Agreement. SponsorPlace may also modify your Sponsor Content solely to correct obvious spelling, grammatical, or typographical errors. If you disagree with any such modification, please contact SponsorPlace. 

(f)   SponsorPlace Removal and Disablement Policies.  SponsorPlace may remove or suspend your access to SponsorPlace for: (i) your breach of this Agreement, including the prohibited purchase of a Sponsorship as described in Section 7(b)(iii) (which is not cured within ten (10) days from notice of such breach); (ii) your termination of this Agreement or any Sponsorship; (iv) complaint(s) about the content or quality of your Sponsorship; or (v) an allegation of, or your violation of, any applicable law, regulation, or regulatory guideline.  SponsorPlace also may cancel your Sponsorship: (A) if SponsorPlace determines that it causes harm to Clients or third parties; or (B) to comply with any judicial order, or government law, regulation, or order. 

(g)   Infringement Claims.  If you believe another Sponsor or third-party content in SponsorPlace violates your rights, you may submit a claim to SponsorPlace. If SponsorPlace refers a claim to you, you will promptly respond and comply with any requirements thereafter. 

(h)   Modification or Discontinuance.  SponsorPlace is the property of Campus Multimedia. Campus Multimedia may, in its sole discretion, change or discontinue SponsorPlace at any time. 

3.  LICENSES 

(a)   Grant of Rights. The purchase of your Sponsorship will be to the applicable SponsorPlace Client, not Campus Multimedia. You will enter into a Client-Sponsor Sponsorship Agreement directly with such Client(s). Your terms of use, licenses, and any additional policies for the Sponsorship will apply to the Client(s) that agree to such Sponsorship Agreement. You will make payment through SponsorPlace, and we will distribute the appropriate payment to the Client for your Sponsorship.  

Grant of Rights to SponsorPlace.  You do not transfer ownership of any Sponsorship Content by listing it on SponsorPlace. By participating in a Sponsorship, you directly grant to SponsorPlace the worldwide, limited, non-exclusive right to display and manage your Sponsor Content in SponsorPlace, and make available your Sponsor Content to Clients for use. 

(b)   Marketing Rights.  You grant Campus Multimedia, its agents, contractors, licensees, marketing providers, and other related parties the right to use, reproduce, display, publicly perform and publish your entity name, information, and Sponsor Content in connection with the marketing of the SponsorPlace. You are the sole owner of your entity name, Sponsor Content, and associated goodwill, and the sole beneficiary of the goodwill associated with SponsorPlace's use of your entity name and Sponsor Content. SponsorPlace will not acquire any right, title, or interest in your entity name and Sponsor Content because of its use of them. SponsorPlace hereby assigns and will assign in the future any rights it may acquire in your entity name or Sponsor Content as a result of its use of them under this license, along with the associated goodwill. 

(c)   Client Contracts.  You, not SponsorPlace, will license or grant any necessary use rights associated with your Sponsor Content to Clients. You must use the Sponsorship Agreement template provided by SponsorPlace, or a mutually agreed to contract, consistent with any obligations under this Agreement, with a Client. Any contract terms are between you and the Client and will not create any obligations or responsibilities of any kind for SponsorPlace. You acknowledge that SponsorPlace grants no right or license to your Sponsor Content through the operation of SponsorPlace or through enabling you to participate in a Sponsorship through SponsorPlace. 

(d)   Reservation of Rights.  Except as expressly set forth herein, this Agreement does not grant to either party (by implication, estoppel, exhaustion, or otherwise) any right, title, interest, or license, in the other party's intellectual property. Each party reserves all rights not expressly granted in this Agreement. 

4.  SPONSORSHIP REQUIREMENTS 

(a)   General Requirements.  Your Sponsorship must comply with the terms of this Agreement, including the Content Standards as described in the Website Terms of Use  

(b)   Applicable Law.  The Sponsor Content must comply with applicable law. If any disclaimers are required to be made before the use of your Sponsor Content, you must provide those disclaimers to the Client prior to the Sponsorship. Your Sponsor Account fields may include your full contact information. You must inform SponsorPlace or the Client of such legal obligations and requirements and take any action if necessary for SponsorPlace or the Client to comply with any legal obligations. You may not use SponsorPlace or any services or tools made available for the development of Sponsorship for, or to permit others to carry out, any illegal activity or breach of contract. 

(c)   Support.  SponsorPlace will put forth its best effort to provide support as an intermediary between you and any Client during the purchase or performance of your Sponsorship where practicable.  Notwithstanding the foregoing, SponsorPlace is not responsible for the purchase, sale, or performance of your Sponsorship. 

5.  PRICING AND PAYMENT 

(a)   Sponsorship Pricing.  When Clients list a Sponsorship in SponsorPlace, they will designate the price structure (if any) that may be charged for purchase of the Sponsorship. These prices may vary based on different geographies, types, or other aspects of a Sponsorship. 

(b)   Payment Processing.   Payment processing services used to purchase the Sponsorships are facilitated by Stripe, Inc. (“Stripe”), and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Use (collectively, the “Stripe Services Agreement”). By agreeing to the Terms, or continuing to purchase a Sponsorship, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide us accurate and complete information about you, and you authorize us to share such information and transaction information related to your use of the payment processing services provided by Stripe. SponsorPlace is not responsible for delay or misapplication of payment because of incorrect or incomplete information supplied by you or a bank or for failure of a bank to credit your account. The amount you pay will depend on the rates and fees imposed by your financial institution and on any applicable tax withholding requirements, and will be inclusive of any sales, use, goods and services, value-added, or similar taxes that may be chargeable by you to SponsorPlace. 

(c)   Payment Disputes Involving SponsorPlace. To enable us to process transactions, you authorize and direct us, our affiliates, and Stripe to receive and settle any payment processing proceeds owed or owing through SponsorPlace. You may not grant or assign any interest in payment processing proceeds to any third-party. You appoint us and Stripe as your agents for the limited purpose of directing, receiving, holding and settling such proceeds. You agree that Stripe’s receipt of such proceeds satisfies the relevant obligations to make payments.

Disputes may only be initiated through Stripe and pursuant to the Stripe Services Agreement. We are not responsible for or liable to you for authorized and completed charges that are later the subject of a dispute, refund, or reversal, are submitted without authorization or in error, or violate any laws. We have the right to charge any of your financial accounts on file with us the full amount of any such amounts, charges, and costs incurred in connection with any dispute, refund, reversal, return, or fine, and you hereby consent to such charge. If, for whatever reason, you do not have a financial account on file with us, we reserve the right to collect any amounts due in connection with the foregoing through any other channels we deem appropriate or necessary. 

(i)   Taxes on Transactions.  SponsorPlace is not responsible for collecting and remitting telecommunications taxes or any similar taxes in connection with any purchase of a Sponsorship. You acknowledge and agree to cooperate with Clients to facilitate the furnishing, exchange, transmittal or other provision of tax documentation, and such cooperation includes, but is not limited to, authorizing SponsorPlace to grant Clients the ability to contact you to obtain any required tax invoices. 

6.  WARRANTIES 

You represent, warrant, and undertake to SponsorPlace that: 

(a)   you have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement; 

(b)   the individual entering into this Agreement on your behalf represents that he or she has all necessary legal authority to bind you to this Agreement; 

(c)   your Sponsor Content, together with all advertising or other materials accessible from or that provide information about your Sponsor Content, comply with and will continue to comply with all requirements of this Agreement; 

(d)   listing, distribution, and use of your Sponsor Content in SponsorPlace does not and will not violate any agreements to which you are a party or of which you are otherwise aware. You have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to make your Sponsor Content available in SponsorPlace; 

(e)   SponsorPlace's exercise of the rights you grant under this Agreement will not obligate SponsorPlace or Campus Multimedia to pay any third party any amounts; and 

(f)   the information you provide to SponsorPlace under or in connection with this Agreement is true, accurate, current, and complete. 

7.  CONFIDENTIALITY, PRIVACY, SECURITY AND DATA PROTECTION 

(a)   Confidentiality.  During the term of this Agreement and for 5 years after, the parties will hold in strictest confidence, and will not use or disclose any Confidential Information of the other party to any third party (except to a contractor performing services on behalf of the recipient, and only subject to confidentiality terms as protective as this section). This section does not prohibit either party from responding to lawful requests from law enforcement authorities. 

(b)   Privacy. 

(i)   Disclosure of Information. SponsorPlace may disclose your contact information as necessary for SponsorPlace to administer this Agreement.  
 
(ii)   Privacy Policy.  You must maintain a privacy policy if: (A) any use or application of your Sponsorship requires access, collection, or transmission of any Personal Data to you or a third party; or (B) is otherwise required by law. You are responsible for informing Clients of your privacy policy (including by submitting that policy to us for display to Clients if applicable). 
 
(iii)   Contacting Clients.  SponsorPlace may share Client contact information with you, which may include Personal Data. The Client contact information and Personal Data we provide you must be used solely for transactional purposes or to respond to a Client inquiry about your Sponsorship available in SponsorPlace and in accordance with Data Protection Law. You may not use the Client contact details we provide to direct Clients to purchase your Sponsorship on competing platforms or outside of SponsorPlace. Any breach of this clause shall constitute a material breach, and SponsorPlace will enforce all rights available to it both at law and in equity, including special damages, injunctive relief, and specific performance.   
 
(c)   Compliance with Data Protection Law.  Each party will comply with the obligations imposed on it under all applicable Data Protection Law. 

(d)   Security Standards.   Sponsor shall implement and maintain commercially reasonable security procedures and practices that otherwise meet or exceed industry standards designed to protect Client information and Personal Data from unauthorized access, destruction, use, modification, or disclosure, including but not limited to the unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of SponsorPlace. 
 
(ii)   Security Incidents.   In the event of a security breach, Sponsor shall take prompt corrective action to cure any such deficiencies and any action pertaining to such incident required by applicable federal and state law. Additionally, you must report any known security incident and vulnerability of your systems to SponsorPlace without undue delay after becoming aware of such incident. 

8.  REPORTING 

SponsorPlace and Clients will provide you the reporting capabilities that are required to be provided under applicable tax laws and regulations. The reporting capabilities available to you through SponsorPlace will provide aggregate information relating to your Sponsorship transactions, and payments made by you under this Agreement. 

9.  DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS 

(a)   DISCLAIMER OF WARRANTY.  WE PROVIDE SPONSORPLACE "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING SPONSORPLACE.  SPONSORPLACE MAKES NO WARRANTIES RELATED TO ANY PROGRAMS OFFERED IN CONNECTION WITH OR ANY OTHER SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT.  SPONSORPLACE EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO SPONSORPLACE.  SPONSORPLACE EXPRESSLY DISCLAIMS ANY WARRANTIES THAT ACCESS TO, OR USE OF, SPONSORPLACE WILL BE UNINTERRUPTED OR ERROR FREE. 

(b)   LIMITATION OF LIABILITY.  IN NO EVENT WILL SPONSORPLACE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, OR FROM INTERRUPTION OF BUSINESS) ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT.  THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER SPONSORPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. SPONSORPLACE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (i) SPONSOR’S INABILITY TO USE SPONSORPLACE, INCLUDING AS A RESULT OF ANY (x) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR SPONSOR’S USE OF OR ACCESS TO SPONSORPLACE, (y) THE DISCONTINUATION OF ANY PORTION OF OR ALL OF SPONSORPLACE, OR, (z) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF SPONSORPLACE FOR ANY REASON; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY SPONSOR IN CONNECTION WITH THIS AGREEMENT OR SPONSOR’S USE OF OR ACCESS TO SPONSORPLACE; OR (iv) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF SPONSOR DATA OR OTHER DATA. 

(c)   DAMAGES CAP.   IN NO EVENT WILL SPONSORPLACE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHER LEGAL THEORY EXCEED THE FEES PAID TO SPONSORPLACE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. 

(d)   Indemnity.  You will defend, indemnify and hold harmless SponsorPlace and its officers, employees, and agents (collectively, “Covered Parties”), from and against (including by paying any associated costs, losses, damages or expenses and attorneys’ fees) any and all third party claims: (i) alleging that your Sponsor Content infringes any proprietary or personal right of a third party; (ii) arising from your breach of this Agreement, (iii) relating to the functionality of, the use of, or the inability to use the Sponsor Content, including any claims of product liability or misleading advertising related to the Sponsor Content; or (iv) by any tax authority alleging any nonpayment, underpayment, or failure to collect and remit any applicable sales, use, goods and services, value-added or other similar tax, including any associated penalties and interest. The Covered Party will: (A) promptly notify you of the claim; provided, however, a Covered Party’s failure to notify you shall not relieve you of any liability that you may have, except to the extent that such failure materially prejudices your legal rights; and (B) at your reasonable request, provide you with reasonable assistance in defending the claim. You will: (1) reimburse the Covered Party for any reasonable out-of-pocket expenses incurred in providing that assistance; and (2) permit the Covered Party, through its chosen counsel, to participate in the defense of such claims. You will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on a Covered Party with respect to any claim, covered by this section without such Covered Party’s express, prior written consent. Covered Parties who are not party to this Agreement are beneficiaries of this Agreement solely for the purpose of enforcing the rights granted to such Covered Parties in this Section 9. 

10. TERM AND TERMINATION 

(a)   Term; Termination.  The initial term of this Agreement shall begin upon the acceptance of these terms and conditions by clicking “Accept” when prompted (the “Effective Date”) and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until 12 months from such date (the “Term”) and shall automatically renew for consecutive 12-month periods unless terminated by either Party by providing written notice as described herein. Either Party may terminate this Agreement at any time by providing ninety (90) days written notice. 

(b)   Effect of Termination. Immediately upon termination of this Agreement, SponsorPlace shall remove all Sponsor Content, and Sponsor shall no longer have access to the SponsorPlace Sponsor dashboard, uploaded Sponsor Content, or Sponsorship reports.  Within ninety (90) days of termination of the Agreement, SponsorPlace will remove all Sponsorship reports from SponsorPlace. If Sponsor Content is removed from SponsorPlace, it will continue to be available to Clients who are engaged in a Sponsorship with such Sponsor Content for future performance. 

(c)   Survival.  The following clauses survive the expiration or cancellation of this Agreement: Article 3, Article 6, Article 7, Article 9, Section 11(a), and Section 11(b). Any other Contract term that expressly states or by its nature shall survive, shall survive. 

11.  MISCELLANEOUS 

(a)   Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed; or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:  

If to Campus Multimedia:

Attn: Karl Mawhinney
495 Henry Street, Unit A #239
Brooklyn, NY 11231

(b)   Assignment.  SponsorPlace may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. 

(c)   Sublicensing and Subcontractors.  SponsorPlace may sublicense its rights under this Agreement to third parties or otherwise authorize third parties to assist SponsorPlace in performing its obligations or exercising its rights under this Agreement. SponsorPlace will remain obligated under this Agreement for the performance of such third parties excepting any assumption of responsibility for the administration of any sales, use, goods and services, value-added or other similar tax. 

(d)   Choice of Law and Venue.  This Agreement is governed by New York state law (disregarding conflict of laws principles) and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the Southern District of New York. Neither party will claim lack of personal jurisdiction or forum non conveniens in these courts. In any action or suit related to this Agreement, the prevailing party is entitled to recover its costs, including reasonable attorneys’ fees. 

(f)   Miscellaneous.  A party’s failure to enforce any rights under this Agreement will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under this Agreement. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive. This is the entire Agreement between you and SponsorPlace in connection with purchase and performance of a Sponsorship on SponsorPlace. It supersedes any prior agreements between you and SponsorPlace regarding your purchase of Sponsorships in SponsorPlace. If a court holds that SponsorPlace cannot enforce a part of this Agreement as written, SponsorPlace may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement will not change. This Agreement’s section titles are for reference only and have no legal effect. Neither this Agreement, nor any terms and conditions contained herein, create a partnership, joint venture, employment relationship, or franchise relationship.