SPONSORSHIP TERMS OF SALE

The following Terms and Conditions of Sale govern the sale of sponsorships by THELATINAPRO. Purchase of a sponsorship affirms your agreement to follow and to be bound by these Terms of Sale. THELATINAPRO agrees that it has produced or will produce events and multimedia content as described in its Sponsor Brochure (the “PROGRAM”). Purchaser of a sponsorship (“SPONSOR”) agrees that it will be a sponsor of the PROGRAM in accordance with the tier selected and price paid for same. Details and pricing for each tier are found in TheLatinaPro 2022 Sponsor Brochure (2022 Folleto de Patrocinador) (“Sponsor Brochure”) referenced and incorporated herein.

1.-Sponsorship Rights.

(a) THELATINAPRO agrees that SPONSOR’s name and trademarks will be incorporated into the events and multimedia along with other possible sponsors in accordance with the applicable tiers selected and paid for by SPONSOR.

(b) SPONSOR will have the right to use the names, logos, and trademarks of the PROGRAM strictly in connection with advertising, marketing, and promoting its sponsorship of the PROGRAM during the Term as defined in Section 3 below.

2.-Fees, Payment, & Accounting. 

In consideration of the sponsorship rights granted in this Agreement, SPONSOR agrees to pay to THELATINAPRO the Sponsorship Fee in the amount for the applicable tier selected. Payment is due upon receipt of sponsorship invoice. If any taxes may be due as a result of this Agreement (other than those assessed upon or measured by THELATINAPRO’s net income, i.e. VAT), then determination and payment of such taxes will be
the responsibility of SPONSOR.

3.-Term and Termination.

(a) This Term of this Agreement shall commence on the Effective Date and will terminate on December 31, 2022 (“Term”).

(b) THELATINAPRO shall have the right to terminate this Agreement immediately upon notice if: (i) SPONSOR refuses to fulfill any of its obligations hereunder; (ii) SPONSOR breaches the representations and warranties contained in Section 4 of this Agreement; or (iii) SPONSOR makes public remarks or internet social media postings disparaging any individual or group that impairs the marketability of the THELATINAPRO, the THELATINAPRO’s product or services, or the PROGRAM.

(c) Without limiting the provisions in subsection 4(b) above, if either party defaults in the performance of any of its material obligations hereunder and such default is not cured within ten (10) days after notice of such default is given to them (each, an “Event of Default”), then such party may, in addition to any and all other rights which it may have, terminate this Agreement by giving notice to the other party at any time after the occurrence of an Event of Default. Notwithstanding such termination, the warranties and representations set forth in Section 4 and the indemnities set forth in Section 7 shall remain operative and in full force and effect.

4.-Representations and Warranties. 

(a) SPONSOR and THELATINAPRO each represent and warrant to the other that services rendered hereunder will be performed in a professional manner using their reasonable best efforts. 

(b) THELATINAPRO represents and warrants that THELATINAPRO will not use SPONSOR ’s name, identity, commercial content, SPONSOR’s products/services, SPONSOR intellectual property, or any materials/information provided to THELATINAPRO by SPONSOR except as authorized by SPONSOR. 

(c) SPONSOR represents and warrants that any materials or information that is provided by SPONSOR to THELATINAPRO regarding SPONSOR’s product or services are truthful, accurate, and free of misrepresentations and do not infringe on any third-party rights. 

(d) SPONSOR and THELATINAPRO each represent and warrant to the other that they are free and have full right and authority to enter into this Agreement and to perform all of their obligations hereunder and to grant all rights hereunder without violating the legal or equitable rights of anyone or conflict with any commitments or agreements previously entered into between such party and any other third party.

5.-Intellectual Property Ownership, Trademarks, & Approvals.

(a) The PROGRAM and all content produced hereunder will be and remain the absolute property of THELATINAPRO in perpetuity. SPONSOR acknowledges that it does not now have and in the future will assert no right, title, or interest of any kind or nature whatsoever therein. Furthermore, THELATINAPRO shall have the right at any time during the term of this Agreement to make any revision or versions of all or any part of the content to conform to the requirements of individual markets as THELATINAPRO may desire. THELATINAPRO shall have the full and complete right during the term of this Agreement to broadcast, use, reproduce, copyright, renew copyright, and/or exhibit the content and other materials as hereinabove
provided.

(b) Unless explicitly stated in this Agreement, nothing contained herein shall be construed as conferring on either party any right or interest in or to the service marks or trademarks of the other party or its affiliates or subsidiaries. Unless explicitly stated in this Agreement, nothing contained herein shall be construed as conferring on THELATINAPRO any right or interest in or to the SPONSOR’s products, or any designs, copyrights, patents, trade names, signs, or slogans or other distinctive marks used in connection with such products.

6.-Notices.

Any notice or demand required to be given will be given in writing and shall be hand delivered, sent by facsimile transmission, emailed or mailed by Certified Mail, postage prepaid, to the address set forth on the sponsorship invoice or to such other address as the parties may hereinafter substitute. Notice shall be deemed received on the date of hand delivery, the date sent by facsimile transmission, or the date of the email, so long as written documentation verifies such delivery. 

7.-Indemnification.

Each party agrees to indemnify, defend, and hold harmless the other party and their successors, affiliates and subsidiaries, and their respective employees, officers, 3 directors, agents, and assignees against and from any and all claims, liabilities, damages, judgments, penalties, losses and costs, including reasonable attorneys’ fees and costs (including in-house counsel), arising out of, or relating to, or in connection with any material breach by the indemnifying party of warranty, covenant or obligation of such indemnifying party under this Agreement. This provision shall be effective provided that in seeking indemnity, the indemnified party gives the indemnifying party prompt notice of such claim or suit. The obligations set forth in this Section 7. shall survive the expiration or earlier termination of this Agreement. 

8.-Assignment.

Neither party hereto may assign this Agreement, or any part hereof, to any third party without prior written consent of the non-assigning party, which consent shall not be unreasonably withheld. 

9.-Injunctive Relief.

It is hereby acknowledged that the services to be performed and the rights granted hereunder are of a unique character, and that, accordingly, no remedy at law for damages is adequate to compensate for breach of the provisions set forth herein, and each party shall be entitled to seek temporary or injunctive relief against any such breach, without the necessity of proving actual damages. The award of permanent or temporary injunctive relief shall in no way limit any other remedies to which any party may be entitled as a result of any such breach. 

10.-Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the state of Florida. 

11.-Force Majeure.

THELATINAPRO shall not be liable for any delay or failure in performance of any party of this Agreement from any cause beyond its control and without its fault or negligence, such as acts of God, acts of civil or military authority, current laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, flood, strikes, power blackouts, volcanic action, other major environmental disturbances unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities despite the party’s reasonable best efforts to secure such. 

12.-Waiver, Severability, & Entire Agreement. 

(a) The failure of either party at any time or times, to demand strict performance by the other party of any of the terms, covenants, or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and either may at any time demand strict and complete performance by the other said terms, covenants, and conditions. 

(b) The unenforceability or invalidity of any term, provision, section, or subsection of this Agreement shall not affect the validity or enforceability of any remaining terms, provisions, sections, or subsections of this Agreement, but such remaining terms, provisions, sections, or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the parties hereto.

(c) This Agreement constitutes the entire understanding between the parties regardingthe subject matter hereto, and cannot be altered or modified except by an agreement in writing 4 signed by both parties. The parties to this Agreement shall be considered as independent contractors; no partnership, joint venture, or employer-employee relationship shall be attributed to or arise from this Agreement. Upon its execution (in counterpart or otherwise), this Agreement shall supersede all prior negotiations, understandings, and agreements, whether oral or written, with regard to the subject matter hereto, and such prior agreements shall thereupon be null and void and without further legal effect. No amendment or other change to the terms and conditions of this Agreement shall be effective unless and until set forth in writing and signed on behalf of each of the parties.

13.-Interpretation and Amendment. 

The fact of authorship by or at the behest of a party shall not affect the construction or interpretation of this Agreement. Section headings contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement it should be construed as though such section
headings had been omitted.

14.-Survivability.

The ownership, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed (which obligations are accrued during the term of this Agreement) set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement.