MSTR True Noth – Sponsorship Agreement Standard Terms and Conditions

BY CLICKING ON “ACCEPT,” SPONSOR AGREES TO ALL TERMS AND CONDITIONS AS SET FORTH IN THIS DOCUMENT

1. Scope

This Sponsorship Agreement Standard Terms and Conditions (the “Agreement”) governs the business relationship between Sponsor and MSTR True North (“MTN”) related to the payment of a fee by Sponsor to MTN in exchange for a “Sponsorship Mention” on an MTN distribution platform. This Agreement constitutes a legally binding agreement between the Sponsor and MTN.

2. Representation and Warranties

Sponsor represents and warrants that:

  • It has full power and authority to enter into this Agreement and perform its obligations hereunder;
  • Its performance under this Agreement will not violate any laws – including those relating to defamation, conflicts of interest, and truth-in-advertising — or contracts with third-parties;
  • No content to be broadcast by MTN violates any rights of any third parties, including but not limited to copyrights, trademarks, patents, trade secrets, and rights of privacy;
  • All content to be broadcast by MTN will be accurate and truthful;
  • To the extent any legal disclaimers or disclosures are required with respect to Sponsor’s material, Sponsor will provide the same to MTN for inclusion in the broadcast; and
  • To the extent any content to be broadcast by MTN contains personally identifiable information (“PII”), Sponsor is in full compliance with applicable data privacy and protection laws governing PII.

3. No Legal Review

MTN assumes no obligation to perform a legal review of any of the Sponsor’s content.

4. Right of Refusal

MTN reserves the right to reject any material Sponsor submits for broadcast should MTN reasonably believe such action is necessary to protect the integrity and reputation of its brand.

5. License to Client Material and Trademarks

Sponsor grants MTN a non-exclusive, royalty-free, perpetual and irrevocable license to (a) use, copy, reproduce, store, publish, print and distribute any and all of Sponsor’s material provided by it or its agents for broadcast by MTN, and (b) use the Sponsor’s trademarks in connection with the services provided in this Agreement.

6. Material Delivery

Sponsor shall be responsible for timely providing to MTN all material necessary for broadcast and for doing so in any agreed upon format.

7. Fee Rates

MTN posts varying levels of sponsorship fees on its online portal. The fee will be at the level selected by the Sponsor on this portal.

8. Payment and Invoice Disputes

Sponsor shall pay all invoices within [30] days of the invoice date. Invoices due past [30] days will accrue interest at the prevailing U.S. federal funds rate. Sponsor shall be responsible for all costs incurred by MTN in connection with the collection of any fees due, including without limitation, collection fees, court costs, and attorney fees.

Sponsor waives any dispute regarding an invoice unless raised in writing with MTN within [30] days of the invoice date.

9. Liability

Sponsor shall be responsible for checking for errors in material to be broadcast – both before and after the broadcast. MTN is not responsible for errors made by Sponsor. In no event shall MTN’s liability exceed the sponsorship fee for the content at issue.

10. Indemnification

Sponsor shall defend, indemnify and hold harmless MTN and its affiliates, and each of their respective directors, officers, and employees, from any against any and all losses, damages, liabilities, claims, demands, and the like of whatever kind, including attorney’s fees and the costs of enforcing any right to indemnification, arising out of or resulting from: Sponsor’s breach of any representation or warranty in this Agreement; negligence or willful act or omission by Sponsor in connection with the performance of its obligations under this Agreement; or any claim relating to Sponsor’s products or services.

11. Confidentiality

Both MTN and Sponsor shall keep confidential all such information received from one another that is expressly and visibly labelled as such absent written consent to make any use.

12. Removal

Any sponsorships that are “baked into” MTN podcasts are not removable at the request of the Sponsor following broadcast. Only MTN in its sole discretion may remove.

13. Miscellaneous

  • a. Force majeure – Except for payment obligations, neither party shall be liable for delay or failure to perform under this Agreement due to any occurrence objectively beyond the reasonable control of that party, including but not limited to fire, flood, war, or power outages.
  • b. Assignability – Sponsor many not assign any terms of this Agreement without the prior written consent of MTN. All terms of this Agreement will be binding on any of Sponsor’s successors or permitted assignees.
  • c. Severability – If any provision of this Agreement is held by a court to be unenforceable, such provision shall be restated to reflect as nearly as possible the original intentions of the parties and the rest of this Agreement remains in effect.
  • d. Governing law and venue – This Agreement shall be governed by the law of Texas and any disputes shall be brought in a Texas state court.
  • e. Complete agreement and modification – This Agreement constitutes the final and complete agreement between the parties relating to the services to be provided hereunder. It may be modified only in writing signed by both parties.
  • f. Survival – All sections that are reasonably expected to survive termination of this Agreement shall survive, including without limitation those governing fees, payment, confidentiality, and handling of any dispute.