SPONSORSHIP TERMS

These Sponsorship Terms (the “Terms”) set forth the terms and conditions of your sponsorship, as an event sponsor (a “Sponsor” or “you”) at all or any portion of any event (collectively, the “Event”) hosted, co-hosted, sponsored, co-sponsored or otherwise organized by one or more of AVL Services LLC and their respective affiliates and service providers (together with any representatives, the “Organizer”, “we” or “our”).

1. Waiver and Release.  You agree that it is your sole responsibility to maintain such health, liability, hazard, personal injury and other insurance policies as you deem reasonably necessary for any injuries that you may incur or cause during or in connection with (including without limitation any travel to or from) the Event. The waiver and release of liability in the Terms extends to any liability arising out of or in any way connected with any such medical treatment and transportation you receive or any failure to provide such treatment or transportation, whether arising from the negligence of AVL SERVICES LLC or otherwise. YOU AGREE NOT TO SUE, AND IRREVOCABLY, UNCONDITIONALLY AND ENTIRELY WAIVE, RELEASE, HOLD HARMLESS AND FOREVER DISCHARGE AVL SERVICES LLC, ITS EMPLOYEES, CONTRACTORS, SPONSORS, PARTNERS, AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “ORGANIZER REPRESENTATIVES”) FROM ANY AND ALL LIABILITIES, CLAIMS AND DEMANDS OF ANY KIND OR NATURE, IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, WHICH YOU EVER HAD, NOW HAVE, OR IN THE FUTURE MAY HAVE AGAINST AVL SERVICES LLC RELATING IN ANY WAY TO (A) ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE OR OTHER DAMAGE ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN, OR TRAVEL TO AND FROM, THE EVENT OR ANY OTHER ACTIVITY IN CONNECTION WITH THE TERMS, INCLUDING THOSE ARISING OUT OF ANY EXPOSURE TO, CONTRACTING OR SPREADING OF SARS-COV-2 OR THE COVID-19 VIRUS OR MUTATIONS THEREOF (COLLECTIVELY, “COVID-19”); (B) USE OR AWARDING OF THE PRIZES AT THE EVENT; AND (C) THE APPEARANCES OR CONTENT, INCLUDING WITHOUT LIMITATION, CLAIMS INVOLVING RIGHT OF PRIVACY, RIGHT OF PUBLICITY, DEFAMATION OR COPYRIGHT INFRINGEMENT, UNLESS SUCH USE IS NOT AUTHORIZED BY THE TERMS. YOU UNDERSTAND THAT YOU MAY NOT SEEK ANY EQUITABLE RELIEF AGAINST THE ORGANIZER (SUCH AS OBTAINING AN INJUNCTION TO STOP THE USE OR DISTRIBUTION OF THE APPEARANCES OR CONTENT) OR SEEK ANY TERMINATION OR RESCISSION OF THE TERMS. THE TERMS ARE BINDING UPON YOUR HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.  

2. Grant of Rights.  You hereby grant to the Organizer a worldwide, royalty-free, non-exclusive, irrevocable and perpetual right, license, permission and consent, with a right to sublicense, to photograph, film and record you and your name, image and voice, as well as the name, image and voice of any individuals associated with you who participate in an Event (collectively, “Appearances”), and to use and incorporate the Appearances in the materials that the Organizer may create in connection with the Event (the “Content”), for the purpose of conducting and promoting the Event, future events, the Avalanche Foundation and the Avalanche blockchain, in any and all forms and media now existing or hereafter created, including, but not limited to, by means of online and electronic media, print media, in retail establishments, at trade shows and by telecasting (including without limitation over-the-air, pay or cable television advertising). All Content and all intellectual property and proprietary rights therein, excluding your Appearances, are and will remain the sole and exclusive property of the Organizer. You waive any right to inspect or approve any use of the Appearances and Content. You understand that the Organizer is under no obligation to use all or any part of the Appearances or Content.

3. Payment; Sponsorship Offering. Sponsor agrees to pay the sponsorship fee for the sponsorship offering requested by the Sponsor as specified in the Order Form (the “Order Form”) between the Parties (the “Sponsorship Fee”) in full to the Organizer no later than the payment due date specified in the Order Form or a later date as determined by the Organizer in its sole discretion (the “Payment Due Date”). Sponsor agrees to provide proof of payment to Organizer by submitting an email to billing@avalabs.org promptly upon payment so that Organizer may confirm receipt. Failure to submit payment by the Payment Due Date will provide the Organizer the right in its sole discretion to terminate Sponsor’s right to sponsor the Event. Any such termination shall be in addition to the Organizer retaining all rights and remedies hereunder, including the right to obtain full payment of the Sponsorship Fee. Except as expressly provided in Section 8, the Sponsorship Fee is non-refundable. All sums payable under the Terms unless otherwise stated are exclusive of VAT and other duties or taxes. Sponsor agrees to treat the Sponsorship Fee as confidential information of the Organizer and not to disclose it to third parties without prior written consent of the Organizer.

4. KYC. Upon the Organizer’s request for information and documentation for purposes of compliance with “know your customer” and other anti-money laundering laws, Sponsor agrees to provide the necessary documentation and information within three business days from the date of request.

5. COVID.  If you participate in person in the Event, there are inherent risks in participating in the Event. The Organizer cannot prevent your exposure to, or the increased possibility of contracting or spreading, COVID-19 at the Event because it is not possible to prevent the presence of COVID-19, which is an extremely contagious disease that can cause serious illness or death, and which, based upon the current state of the science, can be spread by asymptomatic people. YOU HEREBY ASSUME ALL RISKS OF EXPOSURE TO, CONTRACTING OR SPREADING COVID-19, EVEN IF ARISING FROM THE NEGLIGENCE OF OTHERS AND ASSUME FULL RESPONSIBILITY FOR YOUR VOLUNTARY PARTICIPATION IN THE EVENT.

6. Warranties. You represent and warrant that (a) you have read and fully understand the Terms; (b) you have the full right to enter into the Terms and you are authorized to grant the rights set forth herein; and (c) you will conduct yourself in an appropriate, lawful manner at all times during the Event and comply with the rules of competition and safety for the Event and the rules and regulations of all governing bodies or other entities who operate or have jurisdiction over the Event, as well as the instructions of any Event organizers or the Organizer’s personnel. 

7. Indemnity. You agree to hold harmless, defend, and indemnify the Organizer from any loss, liability, claim, damage, judgment, legal fees or costs incurred by the Organizer in connection with, arising out of or related directly or indirectly to your participation in the Event, whether arising from your acts, omissions or negligence or any other third party, but only to the fullest extent permitted by law (“Losses”). Such Losses include, but are not limited to, monetary damages, fines, violation of privacy rights, business interruption expenses, remediation costs, emotional distress/pain and suffering, medical monitoring, property damage, death, or bodily injury. This indemnity expressly covers any Losses in connection with, arising out of, or related directly or indirectly to the Organizer, the Event and/or COVID-19.

8. Force Majeure. The Organizer reserves the right to postpone the Event upon the occurrence or likely occurrence of any events beyond the reasonable control of the Organizer (“Force Majeure Event”), including without limitation acts of God, war, strikes, government regulation, civil disturbance, terrorism, disaster, fire, earthquakes, cessation of transportation, public health outbreaks and/or pandemics, unreasonable extreme inclement weather or any other comparable conditions occur, making it inadvisable, illegal, commercially impractical or impossible to fully perform under the Terms as the parties originally contracted. The Organizer’s sole liability to Sponsor shall be a refund of the amount of the Sponsorship Fee actually paid by Sponsor to the Organizer, as reduced by any expenses directly attributable to the fulfillment of deliverables associated with the sponsorship, as determined by the Organizer in its sole discretion.

10. General. You agree that: (a) the Terms will not establish any relationship of employment, agency, partnership or joint venture; (b) failing to enforce any provision of the Terms will not constitute a waiver of future enforcement of that or any other provision; (c) nothing at the Event or in the related materials is intended to be investment, tax, legal, accounting or any other type of advice; (d) the Terms cannot be waived or modified except if in writing and signed by both parties; (e) if a court of competent jurisdiction holds any provision of the Terms to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the rest will remain in full force and effect; (f) these Terms, which hereby incorporate the Order Form, are the complete understanding between the Organizer and you regarding its subject matter, and it supersedes any other discussions or understandings you may have had with the Organizer regarding the Event, the Appearances or the Content; (g) the Terms will be governed by and be construed in accordance with the laws of the State of New York, excluding that body of law known as conflict of laws; and (h) any legal action or proceeding arising under the Termswill be brought exclusively in the federal or state courts located in New York County, New York and the parties irrevocably consent to the personal jurisdiction and venue therein.