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Terms and Conditions for Silver Falls XC Sponsorship

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Capitol Velo Cycling (“Organizer”) is holding a cross country mountain bike race sanctioned by the Oregon Bicycle Racing Association (“OBRA”), on May 20, 2023 at Silver Falls State Park (Oregon) under Oregon Parks and Recreation Department Special Use Permit 23-132, the Silver Falls XC Mountain Bike Race (“Event”) and is seeking event sponsors.

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This Event Sponsorship Agreement, herein after referred to as “Agreement,” is entered into by and between:

(“Sponsor”) and Organizer.  Sponsor and Organizer may be referred to individually as “Party” and collectively as the “Parties.”  Event will have up to 300 participants and an undetermined number of spectators and supporters.  Now, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

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Silver.  Organizer will:

  • Display sponsors business logo on the Event website, a subpage of www.capitolvelo.com, and will link to Sponsors website.

  • Display sponsor business logo on the official printed race flyer.

  • Display sponsor business logo in various locations at the Event.

 

Gold.  Limited to (5) total Gold Sponsors.  Organizer will:

  • Display sponsors business logo on the Event website, a subpage of www.capitolvelo.com, and will link to Sponsors website.

  • Display sponsor business logo on the official printed race flyer.

  • Display sponsor business logo in various locations at the Event.

  • Have sponsor business logo on the official Event t-shirt and volunteer t-shirt.  Logo printed on the shirt will be single color and not smaller than 2.5-inches by 2.5-inches.  Logo will be on the back of the shirt with specific placement determined by the Organizer; and,

  • Organizer will provide Sponsor an Event discount coupon code that will allow a 15% Event registration discount for up to 10 participants that pre-register.  However, registrations will not be reserved or guaranteed.

  • Sponsor, if so desired, may provide Organizer business related marketing merchandise (e.g., stickers, golf balls, business cards, brochures…) to be placed in Event participant registration packets that will be distributed to up to 300 Event participants.  Organizer will return unused merchandise to the Sponsor, unless otherwise instructed.

 

Platinum.  Limited to two (2) total Platinum Sponsors.  Organizer will:

  • Display sponsors business logo on the Event website, a subpage of www.capitolvelo.com, and will link to Sponsors website.

  • Display sponsor business logo on the official printed race flyer.

  • Display sponsor business logo in various locations at the Event.

  • Have sponsor business logo on the official Event t-shirt and volunteer t-shirt.  Logo printed on the shirt will be single color and not smaller than 4-inches by 4-inches.  Logo will be on the back of the shirt with specific placement determined by the Organizer; and,

  • Organizer will provide Sponsor an Event discount coupon code that will allow a 15% Event registration discount for up to 10 participants that pre-register.  However, registrations will not be reserved or guaranteed.

  • Sponsor, if so desired, may provide Organizer business related marketing merchandise (e.g., stickers, golf balls, business cards, brochures…) to be placed in Event participant registration packets that will be distributed to up to 300 Event participants.  Organizer will return unused merchandise to the Sponsor, unless otherwise instructed.

  • Sponsors logo will be featured on the race number plate that participants will be required to affix to their handlebars for the duration of the Event.

 

For all packages, Organizer will display Sponsor logo and web link for a minimum of six months after the conclusion of the event in accordance with the Term of this Agreement.  Organizer will not be responsible for Sponsor web address or logo changes once submitted to the Organizer.

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This Event Sponsorship Agreement, herein after referred to as “Agreement,” is entered into by and between:

(“Sponsor”) and Organizer.  Sponsor and Organizer may be referred to individually as “Party” and collectively as the “Parties.”  Whereas, Organizer will be holding a cross country mountain bike race (“Event”) at Silver Falls State Park, in Oregon, on May 21, 2022.  Event will have up to 300 participants and an undetermined number of spectators and supporters.  Event will be sanctioned by the Oregon Bicycle Racing Association (OBRA) with an approved Special Use Permit as approved by Oregon State Parks.  Sponsor wishes to provide compensation to the Organizer to display the corporate logo and other promotional items on Event related platforms.  Now, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

 

Terms and Conditions

 

  1. Sponsorship:  During the Term of this Agreement, as defined below, Sponsor agrees to provide financial compensation in exchange for the sponsorship package indicated above.

  2. Mutual Benefit:  Three of the Sponsorship packages below include placement of the Sponsor website, Internet Protocol address (IP), and company logo on the Event webpage.  The Event website will be linked from the OBRA race calendar for individuals to obtain additional information about the Event.  Additionally per OBRA marketing policy, OBRA will email the Event web link to their approximately 18,000 subscribers.  Sponsors that completed the Agreement prior to the issuance of the OBRA newsletter will have their logo and web link included on the Event site that is set subscribers.  Sponsors that complete the Agreement after the OBRA email is sent, will still have their logo and web link on the Event webpage accessed directly or through the OBRA race schedule.  For aforementioned marketing exposure Sponsor will financially compensate Organizer based on the sponsorship package selected.

  3. Term:  The date the final signature is obtained on this Agreement shall be the “Effective Date.”  The Term of this Agreement shall begin when sponsor payment is received and end on Monday, November 20, 2023.

  4. Exclusivity:  Organizer will only allow one (1) sponsor per sector and shall not approve sponsorship from competing businesses.  (a) Gold level package is limited to three (3) total Sponsors.  (b) Platinum level package is limited to two (2) total Sponsors.  (c) Sponsorship exclusivities will be granted by the Organizer in the order that signed Agreement documents are received.

  5. Payment:  Sponsor agrees to pay the Organizer via cash or check within fourteen (14) calendar days after the Effective Date.  If payment is not received, the sponsorship benefits shall be retracted by the Organizer.

  6. Intellectual Property:  Sponsor is the sole owner of all right, title, and interest in and to all of Sponsor’s intellectual property including all logos, trademarks, and trade names, including but not limited to web materials.  Organizer is the sole owner of all right, title, and interest in and to all of Organizer’s intellectual property including all logos, trademarks, and trade names, including but not limited to web materials.  (a) Sponsor hereby grants Organizer a limited, non-exclusive, non-transferable, license to use the Sponsor provided IP and logos solely and exclusively in connection with the terms of this Agreement.  (b) The licenses granted through this Agreement will automatically terminate at the end of the term of this Agreement.  Organizer agrees to cease use of the licensed intellectual property at that time.

  7. Force Majeure:  Organizer is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargos, global pandemic, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

  8. Termination:  This Agreement may be terminated without cause by either Party, in writing to the other Party, within fourteen (14) calendar days of the Effective Date, in which case any and all funds paid by the Sponsor to the Organizer will be refunded within seven (7) calendar days. (a) Termination by Sponsor:  If Sponsor terminates this Agreement in writing to the Organizer between fourteen (14) and twenty-eight (28) calendar days after the Effective Date, Organizer shall refund 50% of the funds paid by the Sponsor.  If terminated twenty-nine (29) days or more after the Effective Date, funds will not be refunded by the Organizer to the Sponsor.  (b) Event Cancelation or Postponement:  In the Event is postponed for any reason within the control of the Organizer, the Organizer will provide the option to extend the term of this Agreement, or terminate for cause.  If terminated for cause, Organizer agrees to refund Sponsor funds paid toward event sponsorship.  If Event canceled due to something outside the Organizers control, i.e. Force Majeure, or revocation of the approved Oregon State Parks Special Use Permit, Organizer agrees to refund Sponsorship funds.  (c) In the event of termination, Organizer will make reasonable attempt to remove any Sponsor intellectual property licensed through this Agreement; however, in the case removal is not possible any and all licenses granted through this Agreement remain in effect even if terminated. 

  9. Jurisdiction, Venue and Law of Choice:  The laws of the state of Oregon shall govern any matter dispute relating to or arising out of this Agreement as well as any dispute of any kind that may arise out of between Sponsor and Organizer, with the exception of its conflict of law provisions.  In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of Marion County, Oregon.  The parties agree that this choice of law, venue, and jurisdiction is not permissive, but rater mandatory in nature.  The Parties hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

  10. Arbitration:  In case of dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith.  If these personal resolution attempts fail, Parties shall then submit the dispute to binding arbitration to be conducted in Marion County, Oregon.  The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class.  The arbitrator shall be bound by applicable and governing Federal law as well as the law of Oregon.  Each Party shall pay their own costs and fees. 

  11. Assignment:  This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.

  12. Severability:  If any part of sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible.  In such condition, the remainder of this Agreement shall continue in full force.

  13. No Waiver:  If either Party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision.  Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

  14. Limitations of Liability:  Except for liability arising out of or related to Agreement, Organizer liability for damages for any cause whatsoever shall be limited to one and a half times the funds paid by the sponsor to the Organizer.  Except for liability to third persons arising out of or related to this Agreement, neither party will be liable for the other for any lost profits, lost savings, or punitive, indirect, exemplary, consequential, or incidental damages.

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