This is an Agreement (the “Agreement”) between The Failure Ball, a Colorado Nonprofit Corporation (“Freelancer Failure Ball”), and “the Sponsor” (collectively, “the parties”).

The Sponsor wishes to sponsor the 2024 Freelancer Failure Ball Event (“the Event”) and agrees to make a one-time donation to Freelancer Failure Ball in the amount of their choosing to support Freelancer Failure Ball’s annual Freelancer Failure Ball Event.

Freelancer Failure Ball has tax-exempt status under section 501(c)(3) of the Internal Revenue Code.

✹ NATURE OF SPONSORSHIP ✹

The Sponsor’s contribution to Freelancer Failure Ball is intended to be a qualified sponsor payment within the meaning of Section 513(i) of the Internal Revenue Code. As such, Freelancer Failure Ball will provide the Sponsor no “substantial return benefit” as defined in the Code and accompanying regulations. Recognition or identification of Sponsor will be limited to a statement of acknowledgment or thanks and may include display of the Sponsor’s logo. Sponsor identification will not include any qualitative or comparative language, references to price, savings or value information regarding any of the Sponsor’s products or services.

In exchange for the sponsorship contribution and in addition to any other benefits described by Freelancer Failure Ball representatives, Freelancer Failure Ball will acknowledge the Sponsor in any or all of the following ways: Placement of the Sponsor’s logo in the Freelancer Failure Ball in on the Freelancer Failure Ball website and in audio/visual and printed materials displayed at the Event. Recognition on all Freelancer Failure Ball’s website and social media platforms, including sharing the Sponsor’s name and logo. Any links to the Sponsor’s website will go to the Sponsor’s homepage or other informational page. Freelancer Failure Ball will not link to pages promoting the sale of particular products or services. 

✹ ADDITIONAL SPONSOR COMMITMENTS ✹

In addition to making the contribution described above, the Sponsor will act at all times in a manner which is consistent with the good name, goodwill and reputation of the Freelancer Failure Ball and TWLOHA, Inc. The Sponsor also agrees to abide by the terms of entry for event attendees. 

✹ USE OF LOGO AND INTELLECTUAL PROPERTY RIGHTS ✹

The Sponsor will provide Freelancer Failure Ball with a copy of its logo and other information requested for purposes of promoting the Sponsor under this Agreement. By making a donation, the Sponsor provides a limited license to Freelancer Failure Ball to display the Sponsor’s name and logo for the sole purpose of identifying the Sponsor’s business in accordance with this Agreement. The Sponsor expressly agrees to allow Freelancer Failure Ball to include the Sponsor’s name and logo on the event website, email newsletter, social media platforms, and any event promotional materials.

Freelancer Failure Ball grants a limited license to the Sponsor to display the Freelancer Failure Ball’s name and logo on the Sponsor’s website or other promotional materials for the sole purpose of publicizing the Sponsor’s relationship with the Freelancer Failure Ball.

✹ RELATIONSHIP OF THE PARTIES, NON-EXCLUSIVITY, AND DISCRETION ✹

This Agreement shall not render Freelancer Failure Ball or its representatives an employee, partner, agent of, or joint venturer with the Sponsor for any purpose. The Sponsor’s sponsorship of the Freelancer Failure Ball is not exclusive. Freelancer Failure Ball is or remains open to sponsorship from entities other than the Sponsor and holds itself out to the public to be a separate entity from the Sponsor. Freelancer Failure Ball shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement, including coordination of any and all Freelancer Failure Ball marketing efforts and planning and implementation of the event itself.

✹ LIMITATION OF LIABILITY AND LIQUIDATED DAMAGES ✹

In no event shall either party have any liability to the other party for any lost profits, loss of use, business interruption, physical or emotional injuries, costs of procurement of substitute goods or services, or for any special, incidental, multiple, exemplary, punitive, or consequential damages, however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damage.

The parties agree that it is difficult to predict the amount of actual damages that result from a breach of this Agreement, which could affect the other party in a variety of ways. As such, the parties agree that in no event shall a party's liability to the other exceed the fees under this Agreement.

✹ GOVERNING LAW AND VENUE ✹

This Agreement is governed and construed in accordance with the laws of the State of Colorado. Any legal action with respect to this Agreement must be brought in the courts located in Arapahoe County, Colorado or the United States District Court for the District of Colorado.