REI USA Sponsor Agreement

1) Content:

Sponsor agrees to perform services (“Services”) to prepare and submit certain video, information, documents, audio or other materials (“Content”) for use in advertising Company products and services. Sponsors may include, within the Content, references and links to Sponsor’s Marks (as defined below), websites, social media pages and other Sponsor business information (“Sponsor’s Business Information’). Notwithstanding the foregoing, the Company has the unlimited right to reject any Content submitted to it by the Sponsor.

2) Submissions:

2.1 Sponsor agrees to i) submit unedited video footage Content to Company for evaluation; ii) deliver all Content to a Google Drive folder or to any other medium as may be specified by Company; and iii) deliver all Content within schedule restrictions specified by Company.

2.2 Sponsor may suggest ideas to Company with respect to Content creation, however, Company shall retain all final control and ownership over all video Content. Company may edit all Content submitted by Sponsor. Company may but is not obligated to post any Content on the Company YouTube channel or other venue in its sole discretion.

3) Sponsor Annual Fee:

Sponsor agrees to pay an annual fee of $949 to be paid in full along with the Sponsor Application. Sponsor understands that the Sponsor may cancel with 30 day notice of the next annual billing period. Annual payments made to Company are not refundable after the payment for the year has been made.

4) Sponsor Benefits:

Sponsors will receive free admission to Speed Networking opportunities. Sponsor will receive representation on the Company website via Logo and link to Sponsor website in the Company directory. Company will permit Sponsor to attend all virtual Super Group meetings and present at one of the virtual meetings for free which includes the Vendorpalooza event. All sponsors will be featured in a Sponsor Spotlight via the Company Newsletter email and on all Company social media.

5) License Grants:

5.1 Sponsor hereby grants to Company permission to host Sponsor’s webinars by which are exclusively coordinated and advertised through REI-USA for an indefinite period of time or until Sponsor requests a 30 day written notice for the webinars to be removed.

5.2 “Marks” shall refer to the trademarks, service marks, trade names, graphics, logos and other marks owned by either party. Sponsor hereby grants Company to use Sponsor’s Business Information (including without limitation Sponsor’s Marks) in connection exclusively with the advertisement and hosting of the Sponsor’s webinars through the REI-USA platform.

6) Warranties:

Sponsor represents and warrants to Company that: i) Sponsor has all the rights and authority to enter into this Agreement, and to grant the rights granted herein; ii) the Content does not infringe the rights of any third-party person or entity; and iii) no consent of any third-party person or entity is required for submission or release of the Content.

7) Indemnification:

Sponsor (the “Indemnifying Party”) shall indemnify Company and its affiliates, owners, officers, directors, shareholders, agents and employees (the “Indemnified Party”) from and against any and all losses, costs, damages, injuries, awards, judgments and liabilities, including but not limited to legal and professional fees, costs, and expenses (“Losses”), incurred by the Indemnified Party as a result of any claim, suit, proceeding or cause of action asserted against the Indemnified Party by a third party (“Claim”) and shall defend the Indemnified Party against any such Claims arising from: i) any copyright, patent and/or trademark infringement, unlawful disclosure or use or misappropriation of a trade secret or other intellectual property right owing to the Indemnified Party’s use of the Content; or ii) any material breach of this Agreement by the Indemnifying Party.

8) Limitation of Liability:

IN NO EVENT SHALL COMPANY BE LIABLE TO SPONSOR FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY IS NOT LIABLE FOR ANY CONTRACTS, CONTACTS, OR TRANSACTIONS MADE OR ARISING FROM SPONSOR INTERACTIONS WITH MEMBERS OR PROSPECTIVE MEMBERS OF REI USA.

9) Term and Termination:

This Agreement shall commence on the Effective Date and shall continue unless terminated pursuant to its terms (the “Term’”). Either party may terminate this Agreement for convenience for any reason or no reason at any time upon written notice. Sections 5, 6, 7, 8, 9, 10 and 12 will survive an expiration or termination of this Agreement.

10) General

A) This Agreement shall be governed by the laws of the State of Georgia, and the parties agree to personal jurisdiction and convenient forum therein. In no event shall Sponsor be entitled to enjoin or restrain the editing, marketing production, distribution, exhibition, promotion or advertising of the Content. Each party agrees to pay all reasonable costs that the other prevailing party incurs in successfully enforcing or defending this Agreement.

B) The parties agree that each is an independent contractor and the Agreement does not create any employment relationship between the parties for taxation or any other purpose.

C) If any provision of the Agreement is deemed unenforceable, such provision shall be severable and deemed null and void, and the remainder of the Agreement shall remain in full force and effect. The failure of either party to insist upon the performance of any provision herein will not be construed as a waiver of such provision.

D) This Agreement, together with any addenda, exhibits or other attachments, constitutes the entire agreement between the parties in relation to this engagement. Any modification of the Agreement shall be effective only if it refers to the Agreement, is in writing, and is signed by an authorized representative of both parties.

11) Promotion of Events

Promotion of webinars or meetings is absolutely critical to its success. Sponsor agrees to provide Company with appropriate materials for Company to use in promoting the above described event(s). Additionally, the Sponsor agrees to provide these materials in a digital format whenever possible. The Sponsor agrees to provide such materials in a timely fashion (not to exceed one week after execution of this agreement) and the Sponsor understands that the Company cannot promote any event until materials have been received from the Sponsor. Recommended promotional materials may consist of any articles written by the Sponsor (highly recommended), sample of flyers, brochures, mail-outs and display advertisement effectively used in the past at similar events, biographical information, a photo in digital format (can be emailed) and any other promotional materials the Sponsor feels may be appropriate/effective. Company agrees not to edit materials provided by the Sponsor without prior permission from the Sponsor, except to customize some details (dates/locations/names/topics), as necessary and appropriate for the upcoming event(s).

Upon receiving appropriate promotional materials from the Sponsor, promote the event to its members and the general public for a period of at least 60 days, but preferably 90 days (when possible), prior to the Event through various outlets as available, including but not limited to the association monthly newsletter, email, website, new releases, classified and/or display advertising and Direct Mail. Company agrees to everything that is reasonably within its power to engage in an active marketing plan to advertise the upcoming event(s) towards the goal of achieving the very highest attendance possible at the event(s).

12) Legal Fees:

The party who breaches any term or right provided within the writing of this contract shall pay the other party’s attorney fees, court costs and expenses that are borne for any pursuit to remedy such breach.

13) Force Majeure:

Neither the Company or the Sponsor shall be in default of the terms of this agreement because either part delays performance or fails to perform such terms, provided such delay or failure is not the result of either party’s intentional neglect or acts of omissions, but the result of causes beyond the reasonable controls of such party. Company shall not be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, inclement weather, accident, earthquakes, telecommunications line failures, travel delays, electrical outages, network failures, acts of God, terrorism, civil commotion, pandemic or labor disputes

14) Entire Agreement:

This writing contains the full essence of the agreement between the parties hereto. There is no other representation or understandings, either verbal or written, between the parties, unless notated on this original agreement and initialed by both parties.

15) Binding Agreement:

This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and/or assigns.

16) Jurisdiction:

This agreement shall be governed by the laws of the State of Georgia.

17) Video/Recording:

Sponsor grants to REI USA dba South Atlanta REIA, LLC, it’s representatives and employees the right to take photographs, video or audio of the Sponsor. The Sponsor authorizes REI USA dba South Atlanta REIA, LLC, to contact the Sponsor regarding related business by phone, fax, email, text message, chat programs, social networking, automated voice broadcast dialers or any other means necessary.

18) Affiliate Links:

Every Expert, Teacher and Sponsor for REI USA will obtain an affiliate from REI USA. Please use this to promote membership to the community. You will get paid for bringing members to the community according to the affiliate program. This includes $40 for each member you recruit to be paid sixty days after member joins. Members must be a member for the sixty days. The affiliate link must be used to be eligible to obtain payment.

19) Members Portal:

All Experts, Teachers and Sponsors will have access to the members portal for REI USA. Sponsors are required to log in and fill out their profile. Sponsor’s must provide a company logo, website and description to questions@rei-usa.com.

Agreed and Accepted:

Sponsor Full Name ________________________________

Signature: __________________________________________

Date: ______________________________________________

Title: _______________________________________________

REI USA dba South Atlanta REIA, LLC

Signature: ____________________________________

Date: ________________________________________

Title: _________________________________________