MASTER TERMS
Last Updated: March 10, 2022
This master sponsorship agreement (the “Master Agreement”) governs TSL Experiences LLC sponsorships and licensing, as set forth in an applicable order form executed between TSL Experiences LLC and (“TSLx”) and the entity placing an order for brand sponsorships (“Sponsor” or “Occupant”). By executing an order form that incorporates this Master Agreement by reference, Sponsor agrees to the terms of the Master Agreement. Together the Master Agreement and any applicable order form(s) constitute the “Agreement.” If the individual signing the order form is signing on behalf of a company or other legal entity, such individual represents that he or she has the authority to bind that company or other legal entity
TSLx is the exclusive agency representative for sponsorships with the independently operated hotel and restaurant venue known as “The Surf Lodge” and “The Snow Lodge” hereafter referred to as the “Venue”.
1. Sponsorship Description – TSLx and Sponsor hereby agree that the Sponsor will sponsor an activation to take place at Venue between on the Activation Dates, as outlined in the ordering form. TSLx retains final creative control over all elements of the activation; however, TSLx will take Sponsor’s reasonable opinion on elements, as applicable.
2. Payment – In consideration of and subject to Sponsor’s participation in the Sponsorship the Sponsor agrees to pay TSLx the Sponsorship Fee. The Sponsorship Fee shall be paid in accordance with the payment terms as outlined in the Order
3. Sponsor Trademarks and Approval of Materials - Subject to the terms and conditions of this Agreement, the Sponsor grants to TSLx the limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to use the Sponsor's trade names, logo designs, trademarks, and company descriptions (“Sponsor IP”) as provided in Sponsor marketing materials in connection with the Sponsorship. TSLx agrees to use materials according to Sponsor's trademark usage guidelines. All use of Sponsor IP shall be subject to Sponsor’s prior written consent not to be unreasonably withheld. TSLx’s intellectual property (and the intellectual property of its affiliates and partners) including “The Surf Lodge” trademarks, trade names and logos may not be used by Sponsor without prior written consent. Nothing in this agreement shall confer any ownership rights of any kind to the other party’s intellectual property. Sponsor shall submit to TSLx at least ten (10) days in advance of any events for its approval and approval from the Venue of all elements of any materials to be produced or displayed at the Venue, including, but not limited to, all copy, layouts, artworks, graphic materials, physical displays or installations, and photography (collectively, “Materials”). The Venue shall have the final right to approve, approval not to be unreasonably withheld, any Materials and the location and placement of any Materials at the Venue. This sponsorship is not exclusive, and other sponsor activations may be occurring at the Venue during the same time period.
4. Publicity; Press Releases - Neither party shall issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the Sponsorship contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld. In no case will either party disclose in connection with any such publicity any financial aspect of the Agreement without the other party’s prior written consent.
5. Third Party Relationship - TSL Experiences LLC is the exclusive authorized agency and partnership representative for The Surf Lodge and The Snow Lodge, and does not operate or control the hotel, restaurant and hospitality operation. All food and beverage revenue collected or received are pass-through expenses and shall be remitted in full, including any applicable taxes to the Venue.
6. Indemnity - The Sponsor will indemnify, defend, and hold TSLx and Venue harmless from and against any claims relating directly or indirectly to, or arising out of, content posted on the Sponsor's respective website, use of Sponsor materials, or use of Sponsor's logos and trademarks. TSLx and Venue will not be responsible for damage to or loss of property belonging to the Sponsor, its employees, contractors, or agents or for personal injury to the Sponsor's employees, contractors, agents, directors, or invitees except to the extent that claims may be solely and directly attributed to willful misconduct or gross negligence of TSLx and TSLx’s employers, directors, or officers.
7. Limitation of Liability - In no event shall either party be liable to the other party for any consequential, incidental, indirect, or punitive damages regardless of whether such liability results from breach of contract, breach of warranties, tort, strict liability, or otherwise.
8. Force Majeure - In no event shall TSLx or the Venue be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, disease, inclement weather, work stoppages, government regulation or advisory, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or equipment.
9. Term - This Agreement will be valid upon execution by both parties and will remain valid until the sponsored activations are completed, or until terminated under the Termination clause. Certain obligations of the parties will survive termination including Indemnity and Representations, Limits of Liability, Force Majeure, Payment, and Jurisdiction clauses.
10. Termination - TSLx may terminate this Agreement for Sponsor's breach of Agreement. The Sponsor may terminate this Agreement for breach of Agreement by TSLx after giving TSLx at least ten (10) days prior written notice specifying the nature of the breach and giving TSLx at least ten (10) days to resolve such breach.
11. Disagreement - In the case of a disagreement at any point, the parties will refer the matter to an independent arbitrator appointed by mutual agreement.
12. Jurisdiction - This Agreement shall be governed by and executed in accordance with the laws of the State of New York. The terms and conditions of this Agreement shall not be divulged to any third party without prior written approval from both parties. The undersigned represents that they authorized to enter into this agreement.
13. Miscellaneous - This Agreement will supersede any or all prior oral or written forms of understanding between the Sponsor and TSLx. This Agreement may not be amended or modified except when one or both parties execute amendments in writing and amendments are signed by both parties.