SPONSORSHIP AGREEMENT – Standard Terms and Conditions

Effective: January 20, 2022

1. These terms and conditions govern all agreements for sponsorship and advertising placements fulfilled by Go Mets, LLC entities that publish and/or distribute such advertising (“Publisher”). Each Sponsorship Agreement and these terms and conditions together constitute the agreement (“Agreement”) between the sponsor (“Sponsor”) and the Publisher. The terms and conditions apply to all Sponsorship Agreements entered into after the Effective Date above, and may be updated from time to time.
2. The Term of this Agreement is defined in each Order, either expressly as “Term” or as the timeframe of the advertising campaign.
3. Sponsor represents, warrants and covenants that (a) it has full power and authority to enter into this Agreement and perform its obligations.
4. No other communication from Sponsor that contradicts or is inconsistent with the terms and conditions of this Agreement shall be binding on Publisher, unless in writing and signed by both parties.
5. Publisher does not assume any obligations to perform legal review of Ads. Submission of an Ad to Publisher does not constitute a commitment by Publisher to publish or distribute the Ad. Publisher accepts an Ad only by publishing or distributing such Ad.
6. Sponsor shall be responsible for timely providing to Publisher all Ad Material necessary for publication and distribution of the Ads, including all necessary artwork and/or digital files, the timing and formats of which may be more specifically set forth by Publisher.
7. Publisher will not be responsible for Ad Material that is not properly formatted or displayed or that cannot be accessed or viewed because it was not received by Publisher in the proper form, in a timely manner, or in an acceptable technical quality for publication.
8. Failure of Sponsor to meet any deadlines may result in additional charges and changes in publication or distribution dates. 
9. Publisher prohibits, and may postpone, cancel or otherwise return, any Ad Material that violates its advertising standards, including but not limited to advertising that violates applicable laws. To ensure the integrity of our publications and for the benefit of our audience and advertisers, Publisher reserves the right to revise, reclassify, edit or reject any Ad Material or any portion thereof at any time. Publisher at all times reserves the right to refuse to publish any Ad text or other content for any reason and regardless of whether any such Ad Material was previously accepted by Publisher. Publisher also reserves the right to alter any Ad Material in order for the material to conform to Publisher’s current mechanical or technical specifications.
10. Placement or location of advertising is not guaranteed. Any specific ad placement condition shall not be legally binding upon Publisher but will be treated as a request only and Publisher shall not be deemed in breach of this Agreement if it does not publish or distribute an Ad in a requested position.
11. Sponsor shall be responsible for all costs incurred by Publisher in connection with the collection of any amounts owing hereunder, including without limitation, collection fees, court costs and reasonable attorneys’ fees.
12. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Sponsor pursuant to this Agreement. Sponsor shall be responsible for all such charges, costs and taxes and all amounts paid and payable by Publisher in discharge of the foregoing taxes. This provision shall survive the termination or expiration of this Agreement.
13. Sponsor shall defend, indemnify and hold harmless Publisher and its affiliates, subsidiaries, and their respective directors, officers, principals, managers, members, partners, shareholders, employees, and controlling persons and their affiliates (Publisher and each such person being an “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or willful act or omission of Sponsor or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any Ad or any website linked to from an Ad; and any other claims of any nature arising from or attributable to the publication or distribution of any Ad.
14. In no event will Publisher be liable to Sponsor for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall Publisher be liable to Sponsor for any amount greater than the amount paid by Sponsor to Publisher under this Agreement.
15. PUBLISHER EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING ITS SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS AND/OR VIEW ANY ADVERTISEMENT (b) ANY BENEFIT SPONSOR MIGHT OBTAIN FROM ANY SPONSORING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED.
16. Sponsor grants Publisher a non-exclusive, perpetual, irrevocable and worldwide license to copy, store, display, print and distribute any and all Ad Materials provided by Sponsor or its agents, including but not limited to photographs, artwork, text and graphics, in any media, presently known or unknown, including but not limited to Publisher’s electronic publications on the Internet and in any archival retrieval system whether that information is digitally stored or stored on any other media.
17. Publisher has no obligation to return any material (including Ad Material) submitted to Publisher by or on behalf of Sponsor to Advertiser or any other party, and Publisher shall have no liability for its loss or destruction. Publisher and its service providers shall have the right to use any Ad published in or distributed by a Publisher publication for the purpose of promoting any of the products and services of Publisher or applicable service provider.
18. Publisher shall have the right to terminate this Agreement at any time, with or without notice to Sponsor, for Sponsor’s failure to remit payment for Invoices by the due date of such bills. 
19. Any controversy or claim arising out of or relating to this Agreement or any breach of it (“Dispute”) shall be settled by expedited arbitration according to the Rules of the American Arbitration Association; and judgment upon the award rendered by the arbitrator (who is experienced in advertising matters) may be entered in any court having jurisdiction thereof. The arbitrator shall follow Puerto Rico law and the Federal Rules of Evidence in adjudicating the Dispute. Sponsor will not be entitled to reimbursement for costs and reasonable attorney’s fees. The determination of the arbitrator in such proceeding shall be final, binding and non-appealable.
20. This Agreement constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties with respect to all advertising and supersedes all prior and contemporaneous understandings or agreements of the parties, unless otherwise noted in this Agreement. This Agreement may be modified only by a written document signed by an authorized representative of both parties. Waiver of any of the terms of this Agreement by Publisher in any instance shall not prevent Publisher from subsequently enforcing any provision of this Agreement in accordance with its terms.