Terms & Conditions

SponsorCloud Website and Products as a Service Terms and Conditions of Use Agreement

Welcome to the SponsorCloud LLC (“SponsorCloud”) website, hosted by SponsorCloud and operated by Mighty Software, Inc. dba Mighty Networks (“Mighty Networks”).  This Terms and Conditions of Use Agreement (the “Agreement” or “Terms of Service”) describes the terms and conditions applicable to your use of the https://www.sponsorcloud.io/ website (the “Site”) and the SponsorCloud products available therein as a service offering (the “Products”) (collectively, the “Services”). In this Agreement, we refer to SponsorCloud LLC and its agents, subsidiaries, affiliates, officers, employees, and partners as “SponsorCloud” or “us” or “we;” and we refer to you as “Customer” or “you,” including your agents and affiliates if any, and any other person accessing your SponsorCloud Products. SponsorCloud and Customer are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” 

Your acceptance of, and compliance with, these Terms of Service is a condition to your use of the Site. By accessing or using in any manner the Site, you hereby agree that you are at least eighteen (18) years of age and you acknowledge that you have read and agree to be bound by these Terms of Service. Please also consult our Privacy Policy [https://www.sponsorcloud.io/privacy-policy] for a description of our privacy practices and policies, including how we collect and handle your personal information.  The terms of the Privacy Policy are incorporated within the terms of this Agreement.  If you do not agree to be bound by these terms, you are not authorized to access or use this Site.

We reserve all rights to change these Terms of Service. Please check these Terms of Service periodically for changes and read them carefully. Your continued use of our Site following the posting of changes to these Terms of Services will mean you accept those changes, except where such automatic consent conflicts with privacy laws. See our Privacy Policy [https://www.sponsorcloud.io/privacy-policy] for additional information.

A. Access and Use

1. Provision of Access: SponsorCloud grants you a limited license to access the Site subject to the terms and conditions set forth in this Agreement. If you choose to subscribe to any Products, SponsorCloud grants you a license to access such services subject to and conditioned upon your payment of the applicable fees and your compliance with all other terms and conditions of this Agreement, the Privacy Policy, the terms and conditions and privacy policies of the respective Products, and any other rules and requirements communicated to you by SponsorCloud. You acknowledge and agree that SponsorCloud may modify, update, and otherwise change the Services at any time and in its sole discretion.
2. Account: In order to access any one or more Products of the Services, you will be required to register an account (“Account”). When creating, registering for, or updating an Account, you are required to provide us with certain personal information, including your name, e-mail address, address, phone number, financial information, etc.  This information will be held and used in accordance with our Privacy Policy at [https://www.sponsorcloud.io/privacy-policy] and the privacy policies of the respective Products as applicable. If you provide any information that is untrue, inaccurate, not current, or incomplete, or SponsorCloud has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, SponsorCloud has the right to suspend or terminate your account and refuse any and all current or future use of the SponsorCloud Services (or any portion thereof). You are responsible for maintaining the confidentiality of the password and you are fully responsible for all activities that occur under your Account. You agree to immediately notify SponsorCloud of any unauthorized use of your password or Account or any other breach of security.
3. Authorized Users: You agree to only provide access to the Software to the users authorized by your subscription level (each an “Authorized User”). Authorized Users must be at least eighteen (18) years or older to access or use the Services. An Authorized User includes your employee(s) or your investor(s) or any other individual or entity to whom you have provided access to the Site and Services under your account for legitimate business purposes. The customer is solely responsible for Authorized User activities and interaction with the Products. Customer shall ensure all Authorized Users are aware of any and all restrictions of use in this Agreement, the Privacy Policy, and any other rules or requirements. Customer shall cause Authorized Users to comply with such provisions. Customer is further solely responsible for all actions taken by and interactions with Authorized Users, including providing any and all required disclosures governing an Authorized User’s interaction with the Services, and any applicable Privacy Policy or further obligations required by SponsorCloud or any applicable law. Any obligation imposed on Customer by the terms of this Agreement shall be equally applicable to any Authorized Users.
4. Use Restrictions: Customer shall use the Services only as SponsorCloud has intended their use and must comply with all State, Federal, and international laws and regulations. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any third-party to (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, decipher or otherwise attempt to derive the source code or object code for any underlying software or other intellectual property used in the Services, or gain access to any software component of the Services, in whole or in part; (iii) upload or use the Services to share viruses, spyware, or any other computer code, files or programs designed to interrupt, destroy, affect, hinder or limit the functionality of the Services, any other operations of SponsorCloud, or the resources of other users of Services, (iv) interfere with, disrupt or circumvent any security feature of the Services or any feature that restricts or implements limitations on the use of or access to the Services, (v) attempt to get password, account information or other private or personal information from another user or from SponsorCloud or (vi) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or that otherwise violates any law, regulation, or other legal requirements.
5. Reservation of Rights: Except for the limited license to access the Services identified in Section A(1), Customer acknowledges that nothing contained in this Agreement shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know-how, information, or technical data; (ii) copyright-protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos or applications therefore in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.
6. Accessibility: Customer acknowledges and agrees that at times the Services may be inaccessible or inoperable for any reason whatsoever, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which SponsorCloud may undertake from time to time without notice to you; or (iii) causes which are beyond the control of SponsorCloud or which are not reasonably foreseeable. SponsorCloud further reserves the right to refuse any requests to access account information in the event of a user’s death or legal incapacitation, absent an express legal obligation to provide such information or access.
7. Suspension: Notwithstanding anything to the contrary in this Agreement, SponsorCloud may temporarily suspend access to the Services by Customer, any Authorized Users, and any other third-party for security purposes, to prevent illegal or fraudulent activity, to comply with the requests of any legal agency or government entity, or if Customer or its Authorized Users violate the Agreement, the Privacy Policy, any Master Services Agreement, or any other rules or requirements communicated to you by SponsorCloud.
8. Third-Party Service Providers. The provider may from time to time and in its sole discretion engage other services providers to assist in the performance of the Services, such as web-hosting providers, payment processors, and other third-parties. Customer shall abide by the terms of use and other requirements associated with the services provided by such third-parties in connection with the Services.

B. Customer Responsibilities

1. Liability: Customer acknowledges that Customer is solely responsible and liable for all use of the Services, including by Customer or any Authorized User, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer, will be deemed a breach of this Agreement by Customer. Customer is further solely responsible for compliance with all applicable laws relating to Customer’s or any Authorized User’s use of the Services.
2. Equipment: Customer shall be responsible for providing, maintaining, and ensuring that Customer and its Authorized Users, if any, are able to access and use the Services, including compatible hardware, software, internet access, security software, backup devices or services, and any other requirements. SponsorCloud shall have no responsibility to provide any additional software or hardware. Customer, on behalf of itself and any of its Authorized Users, agrees that SponsorCloud shall have no responsibility for any data loss or other damage or loss suffered in connection with Customer’s use of the Services, including any failure to provide adequate security or backup devices or services.
3. Correct Information: Customer is responsible for ensuring SponsorCloud has accurate and current information for Customer’s account, including current contact and payment information. The customer is further responsible for regularly reviewing the associated e-mail account for any communications from SponsorCloud.
4. Account Security: If Customer is provided with a user name, password, credentials file, or any other piece of information as part of any security procedure (“Credentials”), including any such information of an Authorized User, Customer must treat such information as confidential, and must not disclose Credentials to any other person or entity. Customer acknowledges that its account and Credentials are personal to Customer and further agrees not to provide any other person with access to the Services or portions of it using Customer’s user name, password, or other security information. Customer shall notify SponsorCloud immediately of any unauthorized access to or use of Customer’s Credentials or any other breach of security. SponsorCloud has the right to disable any user name, password, credentials file, or other identifiers at any time, whether chosen by Customer or provided by SponsorCloud.
5. Compliance with Laws: Customer and all Authorized Users shall use the Services only for lawful purposes and shall conduct its business, and any offering of securities that uses the Services, in accordance with all applicable laws and regulations, including but not limited to all applicable Federal, State, and international laws and regulations governing the offer and sale of securities, money laundering, and counter-terrorism.

C. Support

SponsorCloud shall make commercially reasonable efforts to provide adequate support services for the Services. Notwithstanding the foregoing, this Agreement does not entitle Customer to any guaranteed level, availability, or turnaround time of support services for the Services.

D. Payment and Fees

1. Fees: Customer agrees to pay all applicable fees including, without exclusion, the monthly subscription fees, user fees, offering fees, and fees for removal of SponsorCloud branding as set forth in the terms and fee schedule customized for you based on the services and products you requested, and any other fees, charges, or costs that you agree to purchase as part of the Services (“Fees”). Customer agrees to pay for all charges and usage fees incurred prior to termination or cancellation of the Agreement. Refunds will not be issued unless required by law. This payment obligation shall survive the termination or cancellation of this Agreement for any reason whatsoever.
2. Payment and Automatic Payment: The customer’s payment information will be processed and stored through a third-party payment processor. All paid account holders must maintain at least one valid payment method for the payment of Fees, which are described in your customized fee schedule. All Fees are calculated and billed to the Customer on a monthly or annual basis depending upon your choice and are due immediately upon receipt. Fees shall be charged or debited from the saved payment information on the monthly or yearly anniversary of the initial purchase date, or the last day of the month in the case the anniversary date does not exist. (e.g., if the initial purchase was made on January 31, the February monthly payment would be processed on February 28).
3. Cancellation: You may cancel your subscription and automatic payment by clicking the “Cancel Account” button from your account screen or by e-mailing us at support@sponsorcloud.io. Cancellation does not entitle you to the refund of any previously paid fees. You will not receive a prorated refund for the remainder of the subscription term. It is the Customer’s obligation to communicate cancellation or termination of the Services to any and all Authorized Users.
4. Renewal: At the end of each annual or monthly subscription period (as applicable), the Services will automatically renew for an additional year or month, respectively, unless you request cancellation within 30 days prior to the renewal. If you wish to change your subscription level or term, you must contact us at support@sponsorcloud.io and the account administrator must change the settings in the account administration console provided as part of the Services.  
5. Changes to Fees: The customer acknowledges that SponsorCloud may change the Fees at any time. In the event of such a change, SponsorCloud will provide notice to the Customer via the e-mail address associated with the Customer’s account at least thirty (30) days in advance of the effective date of the change. Customer’s continued use of the Services indicates its acceptance of any changes to the Fees. The customer is solely responsible for all applicable taxes and will be charged for taxes when required by law.
6. Verified Customer Record/Customer Record Language: In order to use the payment functionality of our application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, [date of birth, social security number, physical address,] e-mail address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at support@sponsorcloud.io.
7. Receive Only Language: You expressly authorize SponsorCloud’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize us to collect and share with Dwolla your personal information including full name, e-mail address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available at https://www.dwolla.com/legal/privacy/.

E. Data

1. Information Collection: SponsorCloud may collect information regarding the usage of the Services by Customer. Customer consents to SponsorCloud’s collection and use of such information and sharing with third-party service providers for purposes of providing the Services and for improving the services subject to applicable privacy laws, if applicable. All information collected by SponsorCloud is treated according to the Privacy Policy. Notwithstanding the foregoing, SponsorCloud will not use any of the Customer’s proprietary data, such as leads or other customer information, for the financial benefit of SponsorCloud or to any third-party. More information on our information collection practices can be found in our Privacy Policy available at https://www.sponsorcloud.io/privacy-policy.
2. Confidential or Proprietary Information or Content: SponsorCloud agrees to use commercially reasonable measures to maintain the confidentiality of all confidential or proprietary data provided by Customer and its Authorized Users, including but not limited to investor data, customer information, potential customer information, and leads gathered by Customer.
3. Ownership: As between SponsorCloud and Customer, Customer shall retain any preexisting ownership rights to the data and information uploaded, entered, or otherwise provided by Customer through the Services.

F. Intellectual Property

1. Trademarks: Certain trademarks, service marks, and logos, including without exclusion the SponsorCloud trademark and associated logo (the “Trademarks”) used and displayed in connection with the Services are owned by SponsorCloud. The Services may also contain or refer to third-party trademarks, trade names, product names, and logos that may be registered trademarks of their respective owners. Under no circumstances may Customer use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed in connection with the Services without SponsorCloud’s express written permission.
2. Copyrighted Works: All content provided in association with the Services and this Agreement, including, but not limited to, computer software, images/video, electronic art, graphics, sounds/audio, data, communications programs, and user interfaces, executable code, computer code, and data formatted, organized, and collected in a variety of forms, including layouts, pages, screens, and databases and any and all other copyright-protected work associated with the Services (“Copyrighted Works”) are exclusively owned by SponsorCloud and are protected by the U.S. and international copyright laws. Customer agrees it will not directly or indirectly copy, reproduce, modify, create derivative works from, distribute, or publicly display the Copyrighted Works without the prior express written permission of SponsorCloud.
3. Feedback: If Customer or any of its employees or Authorized Users sends or transmits any communications or materials to SponsorCloud by mail, e-mail, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), SponsorCloud is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. SponsorCloud is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although SponsorCloud is not required to use any Feedback.
4. User Content: The Services may allow you to upload text, graphics, images, and other material (collectively “User Content”) and permits the hosting, sharing, or publishing of such User Content. SponsorCloud reserves the right to impose restrictions on the User Content you upload, including, but not limited to, the amount of User Content that can be uploaded and the length or expiry period for the User Content. You shall be solely responsible for the User Content you submit and the consequences of SponsorCloud’s posting, display, distribution, or publishing of such User Content. In connection with any User Content you submit, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use it and authorize SponsorCloud to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by this Agreement; and (ii) you have the written consent, release, or permission to use the name, image, or likeness of each individual identified in the User Content. IN CONNECTION WITH USER CONTENT, YOU FURTHER AGREE THAT YOU WILL NOT SUBMIT MATERIAL THAT IS COPYRIGHTED, PROTECTED BY TRADE SECRET, OR OTHERWISE SUBJECT TO THIRD-PARTY PROPRIETARY RIGHTS, INCLUDING PRIVACY AND PUBLICITY RIGHTS, UNLESS YOU ARE THE OWNER OF SUCH RIGHTS OR HAVE PERMISSION FROM THEIR RIGHTFUL OWNER TO POST THE MATERIAL AND TO GRANT SPONSORCLOUD THE NECESSARY RIGHTS GRANTED IN THIS SECTION. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SPONSORCLOUD FOR ANY AND ALL DAMAGE OR LIABILITY SPONSORCLOUD INCURS AS A RESULT OF YOUR VIOLATION OF THIS SECTION.
5. DMCA Copyright Notice: SponsorCloud respects the intellectual property rights of others and it is SponsorCloud’s policy to expeditiously process and review any notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to SponsorCloud’s Designated Agent at support@sponsorcloud.io, and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit SponsorCloud’s administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. If you believe any content or materials posted or uploaded by you were improperly removed or disabled, you may submit a Counter-Notification to SponsorCloud’s Designated Agent at support@sponsorcloud.io with all of the following: (i) your signature (physical or electronic); (ii) a description of the work at issue; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept service of process from the person who provided notification of the alleged infringement.

G. Disclaimer of Warranties

SponsorCloud tries to keep the Services accessible, error-free, and safe, but cannot guarantee that the Services will be secure or that access to or use of the Services will be uninterrupted or free of errors or omissions. SponsorCloud does not warrant that the Services will operate error-free, or that the Services and SponsorCloud’s servers are free of computer viruses or other harmful components. SponsorCloud uses reasonable care and skill in providing the Services, but beyond that, the Services are provided without any warranties of any kind. Customer is responsible for implementing sufficient procedures and checkpoints to satisfy Customer’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data. SPONSORCLOUD AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THE SERVICES “AS IS WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND SPONSORCLOUD HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WHETHER EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. SPONSORCLOUD DOES NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SERVICES, THE AVAILABILITY OF CONTENT, THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SPONSORCLOUD OR A SPONSORCLOUD-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY.

H. Limitation of Liability

1. IN NO EVENT WILL SPONSORCLOUD, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE, OR INABILITY TO USE, THE SERVICES OR ANY CONTENT ASSOCIATED WITH THE SERVICES, OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT SPONSORCLOUD HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT LIABILITY CANNOT BE EXCLUDED OR LIMITED AS SET FORTH ABOVE, IN NO EVENT SHALL SPONSORCLOUD BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IN EXCESS OF THE AMOUNT ACTUALLY PAID BY CUSTOMER TO SPONSORCLOUD UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING ANY SUCH CLAIM.
2. Links: The Services may provide links to other websites maintained by third-parties. You acknowledge and agree that such links are provided for your convenience only and do not reflect any endorsement, affiliation, relationship, or sponsorship by SponsorCloud with respect to the provider of such linked site or the quality, reliability, or any other characteristic or feature of such linked site. You further acknowledge and agree that SponsorCloud is not responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any matter associated with the linked site, including without limitation, the content provided on or through any such linked site or your reliance thereon. In addition, you should be aware that your use of any third-party site is subject to the terms and conditions applicable to that site, including the privacy policies (or lack thereof) of such site. If a third-party links to the Services, it is not necessarily an indication of an endorsement, affiliation, relationship, or sponsorship by or with SponsorCloud. SponsorCloud may not even be aware that a third-party has linked to the Services.
3. Third-Party Content: Any other content not owned by SponsorCloud is owned by its respective owner. You acknowledge and agree that such content is provided by its owner and does not reflect any endorsement, affiliation, relationship, or sponsorship by SponsorCloud with respect to the provider of such content. You further acknowledge and agree that SponsorCloud is not responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any content provided by third-parties including, without limitation, your reliance thereon. SPONSORCLOUD MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY CONTENT.

I. Indemnification

Customer agrees to indemnify, hold harmless and defend SponsorCloud, its agents, officers, directors, employees, successors, assigns, and affiliates, from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of or relating to (i) Customer’s or any Authorized User’s use of the Services, including but not limited to anyone using Customer’s account or Credentials; (ii) breach of this Agreement by Customer or anyone using Customer’s account or Credentials; (iii) any information used, stored, or transmitted in connection with Customer’s account or Credentials; (iv) breach of the rights of any third-party, including but not limited to privacy, publicity, intellectual property, or other proprietary rights by Customer or anyone using Customer’s account or Credentials; or (v) violation of any law, regulation, or other legal requirements.

J. Termination; Cancellation

1. Term: This Agreement shall continue in full force until terminated or canceled pursuant to the provisions below.
2. Termination by SponsorCloud: SponsorCloud shall have the right to terminate this Agreement: (i) For any reason whatsoever by providing thirty (30) days’ notice to Customer; (ii) Immediately for any material breach, other than non-payment of Fees; or (iii) Upon fifteen (15) days’ notice to the e-mail account associated with Customer’s account for non-payment of Fees. Notwithstanding the foregoing, SponsorCloud reserves the right, in its sole discretion and without notice, at any time and for any reason, to remove, modify, suspend, or disable access to all or any portion of the Services.
3. Termination by Customer: If a Customer has not signed a separate agreement specifying a minimum contract term, the Customer may terminate this Agreement at any time by providing thirty (30) days written notice to SponsorCloud at success@sponsorcloud.io. The Customer shall remain responsible for all Fees incurred prior to and during the thirty-day notice period.
   
   If the Customer has signed a separate agreement (such as a Master Sales Agreement or other contractual agreement) specifying a fixed term, the Customer may only terminate after fulfilling the full term of that agreement. Early termination does not release the Customer from payment obligations outlined in the signed agreement, and all remaining fees for the full term shall remain due.
4. Survival: All provisions of this Agreement and any signed agreement (including but not limited to a Master Sales Agreement) relating to indemnification, disclaimers, limitations, intellectual property, and payment obligations shall survive termination of this Agreement for any reason whatsoever. In the event of a conflict between this Agreement and a signed agreement, the signed agreement shall control.

K. Governing Law; Jurisdiction; Mandatory Binding Arbitration

This Agreement shall be governed by Utah law except for its conflicts of laws principles. Customer agrees to resolve any disputes or claims arising out of or related to this Agreement or the Services through final and binding arbitration by a single arbitrator. This includes disputes arising out of or relating to the interpretation or application of this “Mandatory Arbitration Provision” section, including its enforceability, revocability, or validity. Notwithstanding the foregoing, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or violation of any intellectual property. Any arbitration to resolve claims arising under or relating to this Agreement, or any permissible lawsuit permissible pursuant to this section, shall be brought in Salt Lake City County, in the State of Utah and its respective federal or state courts as applicable and each Party irrevocably submits to the exclusive jurisdiction of such arbitration and courts in any such suit, action, or proceeding. This provision shall not apply to consumers in countries that require agreements to be governed by the local laws of the consumer’s country.

L. Miscellaneous

1. Right to Monitor: Customer acknowledges that SponsorCloud has the right to monitor the use of the Services to ensure compliance with the Agreement.
2. Waiver: No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision, or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
3. Severability: If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
4. Entire Agreement: This Agreement, any Master Sales Agreement between Customer and SponsorCloud, and the Privacy Policy, constitute the complete and exclusive agreement between Customer and SponsorCloud, and supersedes any and all prior or contemporaneous communications, representations, statements, and understandings, whether oral or written, between Customer and SponsorCloud.
5. Conflict: Except as prohibited by privacy laws applicable to the Customer, in case of any conflict between the language of this Agreement on the one hand and the language of the Privacy Policy or any Master Sales Agreement between Customer and SponsorCloud, on the other hand, the language of the Master Sales Agreement between Customer and SponsorCloud shall prevail.
6. Changes: SponsorCloud may, at its sole discretion, modify or replace the terms of this Agreement or the Privacy Policy by posting the updated terms. Unless otherwise indicated by SponsorCloud, any changes will become effective on a prospective basis from the date of posting. It is the Customer’s responsibility to check the Terms of Service and Privacy Policy periodically for changes. Customer’s continued use of the Services following the posting of any changes to this Agreement or Privacy Policy constitutes acceptance of those changes, except where such automatic consent conflicts with privacy laws and then the respective privacy law prevails. See our Privacy Policy [https://www.sponsorcloud.io/privacy-policy] for additional information.