Date of Last Revision: January 12, 2018
This agreement is written in English. To the extent that any translated version of this agreement conflicts with the English version, the English version will prevail.
1. ACCEPTANCE OF TERMS
Brand Activation Maximizer, LLC (“BAM”) owns and provides online and other services that facilitate online sponsoring and provides matchmaking solutions for sponsors and event organizers (collectively the “Services”) on Platform called ActivateBAM.com and also has access to a similar Platform through jtgbam.com (the “Platforms”)
“Organizer” as used herein shall be defined as any person and/or entity that is seeking sponsorship for a person or event(s)
2. SCOPE OF AGREEMENT
3. CHANGES TO THE SERVICES
4. REGISTRATION AND USAGE
Organizer may register online or by direct contact with BAM LLC whereby a representative of BAM LLC will assist Organizer with the registration process. In either event, the following terms regarding Registration and Usage shall apply.
Organizer must register and create a profile on Platform to access and use the Services. If Organizer is registering on behalf of an individual or company(ies), by registering, they confirm and agree that they have the requisite authority to register on behalf of such individual or company(ies). The same applies if the Organizer acts on behalf of other person(s) or legal entities. The email address provided during the registration will be the login for the Platform account. Each account must have a unique email address and Organizer agrees to not create more than one account under the same email address.
By registering, Organizer agrees to use the Services only for the purposes advertised on the Platform website or in any other marketing material published by the Platform or BAM. Organizer agrees to not post content or perform any action on the Platform that infringes, violates someone else’s rights or otherwise violates the national/international law or might have such or similar consequences.
By registering, Organizer confirms that they are a valid business desiring to use the Services with aim to find, obtain/provide sponsoring, also find events, advertise the business and/or to conclude/finalize the deals for sponsoring/sponsorship. Any information provided about Organizer’s business during registration and/or thereafter (information about event, exhibition or other) or contact information (such as email addresses, banking account number and phone numbers and etc.) must be valid and accurate contact information.
5. THE BAM ADVERTISING/MARKETING NETWORK
In order to maximize the exposure of the Platform business online and the deals between the Organizer and Sponsor made through the Services, BAM can, at its sole discretion, freely use, share, or create marketing materials based on all non-confidential information provided, as long as it is associated with efforts targeted at driving additional sponsorship opportunities for the Organizer. BAM can enter into agreements with third party businesses to create a profile page on the Platform website or on third party’s websites; optimize any current or future Internet listings for Organizer’s business; take advantage of search engine marketing; lead generation or social networking opportunities; advertise Consumer`s business through media means, and perform any other acts it deems appropriate to increase traffic and use of the Services (the “BAM Marketing Actions”).
The BAM Marketing Actions will include any and all search engine marketing, lead generation or social networking that BAM undertakes on behalf of the Organizer or to promote the Services and generate traffic to increase the number of sponsoring deals concluded through the Platform, including but not limited to marketing and advertising effected through any of the BAM Marketing Actions.
From time to time, at its sole discretion, BAM may make specific offers to Organizers to participate in the BAM Advertising Network. The terms and conditions of these offers will be available to the said Organizers at the time of the offer and acceptance of the offers will be at the Organizers’ sole discretion.
6. FEES/PRICING; PAYMENT TERMS
The fees for using the Platform shall be confirmed by a written contract that must be executed before any Services or use of the Platform begins.
The Organizer agrees that the address, the email address, fax and any other details they provide in their account settings are valid business addresses and that BAM may invoice, as necessary, these Organizers at such addresses/numbers or through other electronic or facsimile communications.
BAM reserves the right, at any time and at its discretion, to change any fees and any other pricing terms for the Services or additional features on Platform website. Any changes shall be posted on the Platform website or communicated to the Organizer per email/fax/mail or other means and will be effective immediately after a prior notification of 1 week to the Organizer.
7. PAYMENT AUTHORIZATION; INVOICING
As agreed upon by the Organizer and BAM, BAM will invoice the Organizer as called for in the Contract which is entered. BAM agrees to post each BAM Invoice within one week of the first day of the applicable calendar month (hereinafter the “Invoice Posting Date”) or in case of the single payment at latest one week after the paid Services have occurred/have been concluded.
By providing a credit card or any other payment information either during registration or at any time thereafter, each Organizer or Sponsor warrants that such credit card or payment gateway is correct and valid, and authorize BAM to charge such credit card or payment gateway for amounts due under the Contract and BAM Invoices pursuant to the payment schedule set forth in present section below.
For each BAM Invoice, BAM will charge to the credit card or payment gateway, listed in the Organizer’s account, all undisputed amounts of such BAM Invoice at the day of the Invoice Posting Date. Organizer is responsible for logging in and timely reviewing any BAM Invoice. All amounts on the BAM Invoice shall be deemed to be undisputed unless you submit a disputed charge claim to BAM pursuant to Section 9, below. Once an amount has been charged to an Organizer’s credit card or payment gateway, it is nonrefundable.
If, for whatever reason, BAM charges the Organizer’s credit card or payment gateway pursuant to Section 7, above, and the payment does not go through, BAM reserves the right to suspend their access to the Services and/or to cancel any sponsorships being offered. If the Organizer fails to pay the applicable invoice within 10 days of the date of suspension, or to otherwise negotiate a payment plan for all amounts then due, BAM reserves the right to cancel the Organizer’s account. In the event BAM cancels the account for non-payment, all amounts due and unpaid to BAM for use of the Services shall become immediately due and payable. In the event of non-payment and the exhaustion of the procedures set forth in this section, BAM reserves the right to seek payment using any remedies allowed to it by law.
9. DISPUTED CHARGES
If the Organizer wishes to dispute any fees or charges invoiced by BAM, the Organizer agrees to submit the disputed fee or charge to BAM no later than five (5) business days after the BAM Invoice containing the disputed fee or charge is sent for payment. The Organizer is responsible for logging in and timely reviewing any BAM Invoice. Each Organizer and Sponsor may submit a disputed fee or charge by contacting BAM by registered mail. BAM agrees to review said dispute and work with the concerned Organizer or Sponsor to find a timely and best solution.
10. ELECTRONIC COMMUNICATIONS
BAM reserves the right to contact the Organizer from time to time for feedback or reminders about the Services, special announcements, or for service and support related issues through e-mail, facsimiles, text or voice messages, or notices posted on the Platform website. Notices will be deemed effective at the time they are sent by BAM or as of date they are posted, regardless of whether the Organizer actually read any such notices.
Organizer may opt-out of receiving notifications through the Services by sending written notice to BAM; opting-out of such notifications, however, will limit the effectiveness of the Services. Organizer may not opt-out of receiving notifications relating to support of the Services or other notices as required by law.
Organizer consents that any emails, surveys, other information or feedback provided to BAM through the Platform or via any other medium, except for Personally Identifiable Information can be used by BAM in any manner, including but not limited to testimonials, reviews and ratings on BAM or third party websites.
11. INTELLECTUAL PROPERTY
BAM retains all rights in and to, including without limitation, the copyrights, patents, and trade secrets, trademarks or service marks contained in or relating to the Services (collectively the “BAM Intellectual Property”) that are the exclusive property of BAM and/or its licensors. BAM does not transfer any rights of BAM Intellectual Property to Organizer.
Content of the Services that incorporates or includes any of the BAM Intellectual Property may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of BAM or the rightful owner, as applicable.
12. CONFIDENTIAL INFORMATION
Confidential Information is any oral, written, graphic or machine-readable information disclosed by BAM that is designated in writing to be confidential or proprietary or is otherwise reasonably understood to be confidential. Confidential Information shall include, but not be limited to, any and all data regarding the performance of any functionality of the Services. Organizer agree to not disclose or use any Confidential Information without the prior written consent of BAM, and to maintain the confidentiality of the Confidential Information.
13. ORGANIZERS WARRANTIES
It is the Organizer’s responsibility to use the Platform properly and effectively. By using the Platform, Organizer warrants that: they will use the Services only for the purposes advertised on the Platform website or any other marketing material provided by BAM; that Organizer is a valid business desiring to use the Services with the aim to find sponsorship through the Platform; that any information provided, among such are e-mail, business addresses, phone numbers, event details, payment details and other, is valid and active information. Any breach of this section will result in termination of the Organizer’s account on the Platform. BAM reserves the right to pursue any remedies available to it by law or in equity for any breach of this Section.
Organizer further agrees and warrants that it will continue to pay the agreed upon commission to BAM for any sponsorship that it obtains as a result of the Organizers use of the Platform for 5 years from the Organizers last use of the Platform.
14. ORGANIZER’S RESPONSIBILITIES
Organizer is responsible to furnish BAM and, if requested, Sponsor with all the requested information about the event for which Organizer is seeking sponsorship.
In order for BAM to provide the Organizer with the best possible chance of acquiring Sponsors, Organizer is responsible for ensuring that they can fulfill all responsibilities outlined contractually or through information entered into the Platform. At the request of BAM or Sponsors, this may include supplying proof of performance of expectations associated with the sponsorship. Organizer is responsible for updating information entered into the Platform to ensure that it remains current and accurate. Organizer is responsible for complying with any additional terms outlined in the contract created with BAM.
Organizer is responsible for ensuring that they can fulfill all parts of sponsoring deal engagements made through the Platform or other direct contact with BAM LLC and/or the Sponsor. Organizer is also responsible for communicating changes directly to and BAM. Organizer is responsible for checking their accounts regularly in order to be able to find matching events, propose sponsoring for respective events, or request/answer the sponsoring for the event. Organizer is responsible on their own for managing and closing the sponsoring deal. If, and when a sponsorship deal is arranged,the sponsoring deal is automatically closed and the amount of money requested by the Organizer is automatically debited from the account of the Sponsor after the Sponsor has agreed to/finalized the chosen sponsor-package(s). Organizer agrees to receive or provide the financing for the event(s) by using the online payment solutions chosen by BAM and provided on the Platform website unless otherwise agreed to in the contract.
Organizer is also responsible for all equipment required to access the Services, including (but not limited to):
When using the Services Organizer must comply with all laws and restrictions to which the Services are subject.
15. USE OF THE SERVICES
Organizer may not use the Services in any manner that is illegal or harmful to the Services or BAM. Among other restrictions, Organizer agrees not to:
Organizer agrees not to allow or consent any third party to act in the above mentioned manner.
16. ORGANIZER’S SUBMISSIONS
Materials, including but not limited to text, software, data, images, graphics, photos, audio, audiovisual, videos, and content of any nature provided by BAM (“Content”) or by Organizer (the “Submissions”) to the Services website is owned by the party contributing such content. Organizers are solely responsible for their own Submissions. By transmitting their Submissions, Organizers warrant that they have all rights and authorizations necessary to post, submit, display, produce, or otherwise transmit, such content. Organizers agree that they will not submit in the Submissions material that is or contains the intellectual property of a third party that they do not have permission to use.
Organizers shall retain all of their ownership rights in their Submissions; however, by submitting material to BAM, Organizers grant BAM the irrevocable, fully transferable right to use, reproduce, distribute, modify, transmit, prepare derivative works of, display and produce the material in connection with the Services and BAM’s business, and to grant these rights to the third parties. To the extent Organizers do not have ownership rights to any of the Submissions, Organizers shall indemnify BAM for any claim regarding BAM’s use of the Submissions.
BAM does not guarantee any confidentiality with respect to any Submissions and will not treat any Submissions as confidential. When using the Services, Organizers may be exposed to Submissions from a variety of sources, and BAM is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submissions, which may be inaccurate, infringing, offensive, indecent, or objectionable.
17. LINKS TO THIRD PARTY SITES
Organizers may encounter hypertext links to websites operated by parties other than BAM during Organizers use of the Services and on the Platform website. BAM does not control such websites and is not responsible for nor can guarantee the content or trustworthiness of such websites. Unless otherwise explicitly stated, the inclusion of any hypertext links to such websites in the Services or on the Platform website does not imply any endorsement by BAM of the material on such website or any association with their operators.
BAM may store or retrieve information on your browser in the form known as “cookies”. Cookies are used in order to provide the Organizers with friendly and faster user experience. Usually cookies help to collect additional website usage data and to improve our Services. A cookie is a small data file that is stored temporarily to Organizers’ computer's hard disk.
For the moment BAM uses session cookies. These cookies are critical and essential for the functioning of the Platform. These cookies track Organizer’s name and session ID (a unique number of the log in session of each Sponsor or Organizer). Such cookies help to keep the Organizer logged in while browsing on the Platform.)
Cookies mentioned above are used on the Platform webpage and as well on the websites of the other third parties who have integrated the Platform widgets, share buttons or which have installed the Platform software.
19. DISABLING COOKIES ON YOUR BROWSER
Organizers can instruct their browser to stop accepting cookies or to request permission each time they visit the websites. In order for this to occur, Organizers need to change the settings in their browser. Please refer to the user’s manual of your browser to disable cookies. However, some Platform services may not work properly if cookies are disabled.
20. PROTECTION OF PERSONAL DETAILS
BAM is doing the best to ensure the security of the personal information the Organizers have entered. Personal information is protected by encrypting the data provided using the secure socket layer technology (SSL). However these technologies used are not error free, thus it is up to the Organizers to decide whether they want to provide information on the Platform.
21. INFORMATION SHARING
BAM may share information, including personal information within the BAM subsidiaries, affiliates and other entities forming the part of BAM.
Upon termination of the use of the Services for any reason, all of the rights to access and use any and all parts of the Services shall immediately terminate. In the event of such termination, Organizers agree to remove any and all Content provided by BAM from all of their hard drives and any other storage media and to destroy all copies of the Content in their possession.
23. OUR RESPONSIBILITIES
24. SOLE REMEDY
Organizers and third parties only remedy for any dispute with BAM is to stop using the Services, unless otherwise provided by law or the competent courts.
26. ENTIRE AGREEMENT / TRANSLATION / INTERPRETATION
27. NO WAIVER
A lack of enforcement will not result in waiver of any term. Also, no waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent default.
28. Governing Law AND Dispute Resolution
The laws of The State of North Carolina shall exclusively govern all disputes and all other proceedings outcoming of the connection and the content of the Platform and the Services. The General Courts of Justice for the State of North Carolina shall have exclusive jurisdiction over all disputes and all other proceedings related to the content and the connection to this Site.
29. WARRANTY DISCLAIMER
The Platform and Services are provided “AS IS,” “WITH ALL FAULTS,” and “AS AVAILABLE.” ORGANIZERS AGREE THAT THE USE OF THE SERVICES SHALL BE AT THEIR SOLE RISK. BAM does not guarantee that Organizers will be able to access the Services at all times or places, that BAM will have adequate capacity for all Organizers, OR THAT THE SERVICES WILL BE OPERABLE with all equipment. TO THE FULLEST EXTENT PERMITTED BY LAW, BAM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, including implied warranties of merchantability, suitability, quality, accuracy, fitness for particular purposes and non-infringement. BAM MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OF ANY WEB SITES LINKED TO THE SERVICEs or the services provided by the third parties. BAM DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES PROVIDED, ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY LINKED WEB SITE OR FEATURED IN ANY ADVERTISING, AND BAM WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN ORGANIZERS AND ANY THIRD PARTY.
The Services are offered by BAM from the State of North Carolina. BAM makes no representations that the Services are appropriate or available for use in other countries. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
30. LIMITATION OF LIABILITY
IN NO EVENT SHALL BAM, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO ORGANIZERS OR OTHER THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF SERVICES CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR INTEROPERABILITY PROBLEMS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT, (VII) ORGANIZERS SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, (VIII) ORGANIZERS USE, OR INABILITY TO USE, ANY PORTION OF THE SERVICES OR FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING ORGANIZERS’ DATA) INCURRED AS A RESULT OF THE USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTIONS.
31. NO GUARANTEES
BAM makes no guarantees that use of the Platform will result in the Organizer obtaining sponsorship or of the Sponsor locating a suitable event to Sponsor.