Terms of Service

SPONSERD, LLC — TERMS OF SERVICE

Effective Date: August 19, 2025

These Terms of Service ("Terms") govern your access to and use of the Sponserd's website and services (the "Platform") operated by Sponserd, LLC ("Sponserd"). By creating an account, accessing or using the Platform you ("User") agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1. Definitions

1.1 "Account" — your registration and login credentials on the Platform.

1.2 "Property" — a seller (rights-holder) listing sponsorship opportunities on the Platform.

1.3 "Brand" — a marketer (buyer) using the Platform to discover and evaluate sponsorship opportunities.

1.4 "Content" — text, images, pitch decks, contracts, proposals, videos, profiles, listings, data or other materials uploaded, posted, or submitted to the Platform by Users or generated by the Platform.

1.5 "Confidential Information" — information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. Eligibility & Account Registration

2.1 In order to access and use the Platform, you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the state and/or country you are established in and able to enter into legally binding contracts.

2.2 When you register you agree to (a) provide accurate, current and complete information, and (b) promptly update that information.

2.3 You are responsible for maintaining the confidentiality of your Account credentials and are fully responsible for all activities that occur under your Account. Notify us immediately of any unauthorized use.

3. Scope of Services

3.1 Sponserd provides a technology platform for discovery, evaluation and matchmaking between Properties and Brands, including dashboards, analytics, matchmaking algorithms, messaging, and related tools.

3.2 The Platform may provide tiered access or features and may change features, remove functionality, or introduce paid features at any time at our discretion.

4. Subscription, Fees & Billing

4.1 Subscription Model. Access to the Platform is provided via a flat-fee subscription billed on a monthly or annual basis ("Subscription").

4.2 Fees. You agree to pay all fees and applicable taxes for the Subscription and any other services you purchase. Specific pricing and the features included are identified on the Platform or in a separate Order Form.

4.3 Payment Authorization. By providing payment information you authorize Sponserd's payment processor, Stripe, to charge the payment method on a recurring monthly basis until you cancel.

4.4 Billing Disputes. To dispute a charge, contact us within 30 days of the charge.

4.5 No Refund Policy. Except as required by law or otherwise stated in a separate written agreement, Subscription fees are non-refundable. Sponserd may, in its discretion, issue credits.

5. Use of the Platform; Acceptable Use

5.1 You agree to use the Platform in compliance with all applicable laws and these Terms.

5.2 Prohibited conduct includes (without limitation): (a) scraping, indexing or building a competing dataset; (b) reverse engineering the Platform; (c) transmitting unlawful, fraudulent, harassing, defamatory, obscene or otherwise objectionable content; (d) using the Platform to solicit or send spam; and (e) infringing third-party rights.

5.3 You are solely responsible for the Content you upload, post, or transmit and for your interactions with other Users.

6. Intellectual Property

6.1 Our IP. Sponserd owns and retains all right, title and interest in and to the Platform, including software, trademarks, trade dress, and all derivative works. No rights in Sponserd's intellectual property are granted except as expressly set forth in these Terms.

6.2 User Content License - Operation of the Platform. By posting, uploading or submitting Content you grant Sponserd a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, display, perform, distribute and otherwise exploit such Content solely as reasonably necessary to operate, provide, promote, advertise and improve the Platform and Services (including in aggregated or anonymized form).

6.3 Brand Materials for Promotion. Brands and Properties grant Sponserd a broad, perpetual, royalty-free license to use their company name, logos, and trademarked materials that they provide to Sponserd for marketing and promotional purposes (including use in case studies, marketing materials, social media and press releases). If you do not want Sponserd to use your brand assets for promotional purposes, contact legal@sponserd.com and Sponserd will use commercially reasonable efforts to honor reasonable requests, though Sponserd retains the right to feature anonymized or aggregated examples.

6.4 Feedback. If you provide feedback regarding the Platform, you grant Sponserd a royalty-free, perpetual license to use such feedback.

7. Data & Privacy

7.1 Privacy Policy. Use of the Platform is also governed by our Privacy Policy, which explains what personal information we collect and how we use it. The Privacy Policy is incorporated by reference into these Terms.

7.2 Data Ownership. Users retain ownership of Content they upload, subject to the license grants above. Sponserd may use aggregated and anonymized data derived from User activity for benchmarking, analytics and product improvement.

8. Confidentiality

8.1 Each party agrees not to disclose the other party's Confidential Information to third parties and to use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own similar information (but no less than reasonable care).

8.2 Confidential Information does not include information that: (a) is or becomes public through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) was known prior to disclosure; or (d) is independently developed.

8.3 A receiving party may disclose Confidential Information to the extent required by law or court order, provided it gives prior notice to the disclosing party where legally permitted and cooperates in any effort to limit disclosure.

9. Representations, Warranties & No Guarantees

9.1 You represent and warrant that: (a) you have the right and authority to grant the rights granted in these Terms; and (b) your Content does not infringe any third-party rights and complies with applicable laws.

9.2 NO GUARANTEES. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." SPONSERD MAKES NO WARRANTY THAT USE OF THE PLATFORM WILL RESULT IN A PARTICULAR OUTCOME, MATCH, SPONSORSHIP, REVENUE OR OTHER RESULT.

10. Indemnification

10.1 You agree to indemnify, defend and hold harmless Sponserd and its officers, directors, employees, stakeholders, and agents from and against any and all claims, actions, suits, investigations, costs, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of: (a) your breach of these Terms; (b) your Content; or (c) your violation of law or the rights of a third party.

11. Limitation of Liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPONSERD BE LIABLE FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR (B) LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS INTERRUPTION.

11.2 SPONSERD'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO SPONSERD UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Termination & Suspension

12.1 Termination by User. You may terminate your Account at any time via your account settings; termination will take effect in accordance with our account termination procedures.

12.2 Termination or Suspension by Sponserd. Sponserd may suspend or terminate your access to the Platform at any time, with or without cause, including if we believe you have breached these Terms or engaged in prohibited activity.

12.3 Effect of Termination. Upon termination, your right to access the Platform immediately ceases. Sections that by their nature should survive termination (e.g., Sections 6, 7, 8, 9, 10, 11, 12.3, 13, 14 and 15) will survive.

13. Modifications to the Terms

13.1 Sponserd may modify these Terms from time to time. For material changes, we will provide notice (via email or Platform notice) and the updated Terms will be effective as of the posted Effective Date. Continued use of the Platform after the effective date constitutes acceptance of the modified Terms.

14. Governing Law; Venue; Dispute Resolution

14.1 Governing Law. These Terms and any disputes arising out of or related to them are governed by the laws of the State of Delaware, without regard to conflicts of law principles.

14.2 Venue & Jurisdiction. Any action or proceeding arising out of or related to these Terms must be brought exclusively in the state or federal courts located in Delaware, and you and Sponserd consent to personal jurisdiction and venue in those courts.

15. Miscellaneous

15.1 Entire Agreement. These Terms, together with any Order Forms, the Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and Sponserd regarding the Platform.

15.2 Severability. If any provision of these Terms of Service or the application thereof to any party or circumstances is held invalid or unenforceable, the remainder of these Terms of Service and the application of such provision to other parties or circumstances shall not be affected thereby, and to this end, the provisions hereof are declared severable.

15.3 No Waiver. No waiver under these Terms will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.

15.4 Force Majeure. In no event shall Sponserd be liable for any delay or failure to perform its obligations under these Terms of Service arising out of or caused by circumstances outside of its reasonable control, including, without limitation, fire, flood, earthquake, force of nature, explosion, or any other Act of God, pandemic, epidemic, or any law, proclamation, regulation, ordinance, or other act or order of any court, government or government agency. SPONSERD MAKES NO REPRESENTATION, WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY SPONSERD WEBSITE, THE PRODUCTS OR DELIVERABLES, THE SERVICES IT PROVIDES HEREUNDER, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPONSERD DOES NOT WARRANT OR GUARANTEE THAT ANY SPONSERD WEBSITE, THE PRODUCTS OR DELIVERABLES OR ANY SERVICES OR OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET BRAND'S OR PROPERTY'S REQUIREMENTS OR INTENDED USES.

15.5 Assignment. You may not assign, transfer, or delegate any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Sponserd in each instance, which consent may be withheld in Sponserd's sole discretion. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. Sponserd may assign these Terms to an affiliate or in connection with a merger or sale.

15.5 Notices. All notices, demands and other communication hereunder must be in writing and shall be deemed to have been duly given upon receipt or refusal thereof if sent by: (i) certified mail, postage prepaid, return receipt requested, (ii) nationally recognized overnight courier, (iii) by hand, or (iv) by electronic mail (with confirmation of receipt by the recipient). Notices shall be sent to the address provided to each party.

Notices to Sponserd should be sent to:

Sponserd, LLC, Attn: Legal

651 Broad Street, Suite 201,

Middletown, DE 19709

legal@sponserd.com

Notices to Users will be sent to the email on file or by posting on the Platform.

16. Contact

For questions about these Terms, contact legal@sponserd.com.