AMAZON PAY SPONSORSHIP AGREEMENT

Company is scheduled to produce an event in accordance with the terms and conditions of this Sponsorship Agreement ( "Event"), as the Parties may from time to time agree and specify in work orders ( "Work Orders") issued or signed by Amazon. The agreed form of Work Order is attached as Exhibit A to this Sponsorship Agreement.

This Sponsorship Agreement governs each Work Order, except that any conflict between the terms of this Sponsorship Agreement and a Work Order will be resolved in favor of the Work Order if the Work Order explicitly states that it is intended to modify the conflicting terms of this Sponsorship Agreement. This Sponsorship Agreement does not oblige Amazon to engage Company to perform or produce any Event, or Company to perform or produce any Event, until both parties have signed a Work Order and then only for the Event specified in the Work Order. However, a Work Order signed by Amazon is binding on both Parties if Company: (a) signs and returns it to Amazon; (b) begins performance or production; or (c) acknowledges it by email, facsimile or any other commercially reasonable means.

NOW THEREFORE, Company and Amazon, intending to be legally bound, agree as follows:

Company hereby designates Amazon as, and Amazon hereby agrees to be, a sponsor of the Event as further described in the relevant Work Order. In addition, Amazon shall receive the benefits described in the Work Order (the "Sponsorship Benefits") and Company will perform the obligations described in the Work Order. If Company provides to Amazon personal data as part of Sponsorship Benefits under this Sponsorship Agreement, it agrees to comply with GDPR Guidelines set forth in Exhibit C to this Sponsorship Agreement.

Amazon's involvement with the Event is limited to the activities specified in the Work Order. Except as set forth in this Sponsorship Agreement, Amazon shall have no participation whatsoever in any other activities related to the Event. Amazon's involvement as the sponsor shall not render Amazon liable to any third party for any claims, damages, losses, or expenses, including but not limited to attorneys' fees, arising out of the Event.

Amazon will pay to Company a promotional fee (the "Promotional Fee"), as provided in the Work Order and on presentation of a valid invoice, for the sponsorship of the Event and the receipt of the Sponsorship Benefits. The Promotional Fee will be paid no later than sixty (60) days following Amazon's receipt of an invoice from Company for the Promotional Fee.

(a)    This Sponsorship Agreement begins on the effective date provided in the Work Order ( "Effective Date") and, unless earlier terminated pursuant to this Sponsorship Agreement, continues until the Event has occurred ( "Term").

(b)    Either Party may terminate this Sponsorship Agreement upon the other Party's material breach of this Sponsorship Agreement, provided that (i) the non breaching Party sends written notice to the breaching Party, (ii) the breaching Party does not cure the breach within twenty (20) days following its receipt of such notice, and (iii) following the expiration of the twenty-day cure period, the non breaching Party sends a second written notice to the breaching Party indicating the non breaching Party's desire to terminate this Sponsorship Agreement. If Amazon terminates under this Section 4(b), the Promotional Fee will be fully refunded.

(c)    Amazon may terminate this Sponsorship Agreement at any time upon thirty (30) days' written notice to Company.

(d)    In the event that any of the Event, as described in the Work Order, is cancelled or if Company fails to deliver any portion of or all Sponsorship Benefits, for any reason other than as a result of termination by Company under Section 4(b), or inability of a Party to comply with this Sponsorship Agreement due to the circumstances enumerated in Section 15(c), Amazon, in addition to all other rights and remedies available at law or in equity, shall not be liable for the payment of any portion or all of the Promotional Fee to Company in the event the materials or work relating to the Event have been completed by the time of cancellation and Amazon shall be entitled to a refund commensurate to the benefits' value within this Sponsorship Agreement that were paid for but not received. The value of the benefits will be mutually agreed upon by the Parties, and will be based on all amounts paid under this Sponsorship Agreement, as provided in the Work Order.

(e)    Sections 4, 5, 6, 7, 8, 9, 11, 12, 13 and 14 will survive any expiration or termination of this Sponsorship Agreement during the maximum period of time allowed by law.

Company will indemnify, hold harmless and defend Amazon, its affiliates, and the directors, officers, employees and agents of each, from and against any and all claims, damages, liabilities, costs and expenses, including without limitation attorneys' fees and costs of litigation, arising out of or related to the Event, including without limitation, those related to (i) death of, injury to, or illness of any person, that occurs in any way related to the Event; (ii) damage to or loss of any property or any other damage or loss due in whole or in part to the Event; (iii) infringement or misappropriation of any patent, trademark, trade name, trade dress, copyright, trade secret, or other proprietary right by items related to the Event; and (iv) Company's performance of its obligations hereunder and its operation of the Event.

Company will obtain and maintain, at its expense, commercial general liability insurance (including but not limited to products, products/completed operations, broad form property damage, broad form blanket contractual, advertising injury and personal injury liability) with a minimum limit of $1,500,000 per occurrence and $1,500,000 in the aggregate. Amazon's approval of Company's insurance does not relieve Company of any obligations in this Sponsorship Agreement, including but not limited to its defense and indemnity obligations, even for claims over Company's policy limits.

(a)    Company hereby represents and warrants to Amazon that Company has the full power to enter into this Sponsorship Agreement; that all corporate actions and approvals have been taken that are necessary to make this Sponsorship Agreement a binding and enforceable obligation of Company; that by entering into this Sponsorship Agreement, Company is not in default of any obligation to any third party; and that Company's execution, delivery and performance of this Sponsorship Agreement is not in conflict with, and will not cause an event of default under any agreement or instrument to which Company is bound. Company further represents and warrants that (i) it has obtained all of the permissions, licenses, or contracts necessary to administer the Event; (ii) the Event and its performance under this Sponsorship Agreement will comply with all applicable laws, rules and regulations; (iii) it will perform its obligations under this Sponsorship Agreement in a competent and workmanlike manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services; (iv) it has obtained all of the permissions necessary to provide Event attendee information (including contact information) to Amazon; (v) it and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority; and (vi) it will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

(b)    Unless otherwise explicitly stated in this Sponsorship Agreement, Company and Amazon disclaim all warranties, whether express or implied, written or oral, with respect to any goods or services to be provided hereunder or any component or part thereof, including any implied warranty of merchantability or fitness for a particular purpose.

AMAZON IS NOT LIABLE TO COMPANY UNDER ANY CIRCUMSTANCE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR OPPORTUNITIES. FURTHER, AMAZON'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS EVENT WILL NOT EXCEED THE AMOUNTS PAID BY AMAZON UNDER THIS SPONSORSHIP AGREEMENT.

(a)    Each Party is granted a non-exclusive, non-transferable, non-assignable, revocable right and license to use the other Party's trademarks identified as part of this Sponorship Agreement ( "Marks") solely for the promotion and execution of the Event as set forth herein. Neither Party shall acquire any interest in the other Party's Marks, copyrights, patents and any other intellectual property rights (collectively, "Intellectual Property") by virtue of the provisions of this Sponsorship Agreement that permit or require one Party to use or display the other Party's Intellectual Property. All goodwill arising out of Company's use of Amazon's Intellectual Property will inure to the sole benefit of Amazon and its affiliates.

(b)    Any uses of either Party's Intellectual Property will be in connection with the Event and will be subject to the other Party's written approval. For the avoidance of doubt, neither Party's Intellectual Property may be used by the other Party for any purposes other than for the promotion and execution of the Event and Intellectual Property may not be modified or edited without permission of the other Party. Company will comply with any instructions provided by Amazon regarding use of its Intellectual Property, including the Trademark Usage Guidelines set forth in Exhibit B to this Sponsorship Agreement. Following the Event, unless otherwise approved in writing by the other Party, each Party will cease using the other Party's Intellectual Property and will, at the request of the other Party either destroy or deliver such Intellectual Property to the other Party.

Company agrees to take reasonable care of all materials and products produced by Amazon or on behalf of Amazon hereunder and further agrees to convey and deliver all such materials to Amazon at any time upon request and immediately upon termination of this Sponsorship Agreement. In addition to the foregoing, Company shall take reasonable care of all materials delivered to it on behalf of Amazon and shall return all such materials to Amazon immediately upon termination of this Sponsorship Agreement. If Amazon materials are not returned in good working order, Company will be billed by Amazon for the cost to replace such materials. Company agrees that Amazon items will be returned with no major scratches, dents or defects to the banners, collateral or giveaway items.

(a)    Amazon shall own all right, title and interest in and to all work, product and services created by or for Amazon to promote its association with Company and the Event as specified herein. In addition, to the extent Company delivers or is required to deliver to Amazon any work product in connection with this Sponsorship Agreement, including but not limited to slogans, plans, advertising, promotional and other materials produced at Amazon's expense by Company (collectively, "Materials”), then Amazon owns, or upon assignment by the creator, will own all right, title and interest (including, but not limited to all Proprietary Rights in such Materials).

(b)    The Materials have been specially ordered and commissioned by Amazon. Company agrees that the Materials are a "work made for hire” for copyright purposes, with all copyrights in the Materials owned by Amazon. To the extent that the Materials do not qualify as a work made for hire under applicable law, and to the extent that the Materials includes material subject to copyright, patent, trade secret, or any Proprietary Rights protection, Company hereby assigns to Amazon, its successors and assigns, all right, title and interest in and to the Materials, including, but not limited to, all rights in and to any inventions and designs embodied in the Materials or developed in the course of Company's creation of the Materials. Company shall execute any documents in connection with such assignment that Amazon may reasonably request. Company appoints Amazon its attorney-in-fact to execute assignments of, and register all rights to, the Materials and the Proprietary Rights in Materials. This appointment is coupled with an interest.

Company may charge and Amazon will pay applicable national, state or local sales or use taxes or value added taxes that Company is legally obligated to charge ( "Taxes"), provided that such Taxes are stated on the original invoice that Company provides to Amazon and Company's invoices state such Taxes separately and meet the requirements for a valid tax invoice. Amazon may provide Company with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Company will not charge and or collect the Taxes covered by such certificate. Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withhold from any amounts payable to Company under this Sponsorship Agreement, and payment to Company as reduced by such deductions or withholdings will constitute full payment and settlement to Company of amounts payable under this Sponsorship Agreement. Throughout the term of this Sponsorship Agreement, Company will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Sponsorship Agreement.

(a)    Company will not issue any press release (or make any other public announcement) related to this Sponsorship Agreement or the transactions contemplated hereby without the prior written approval of Amazon.

(b)    Any provision in this Sponsorship Agreement may be waived, but only in writing signed by the Party or Parties against whom such waiver is sought to be enforced. The failure of either Party to enforce or delay in enforcing rights hereunder shall not be deemed a continuing waiver or modification of this Sponsorship Agreement. In the event that any term or provision of this Sponsorship Agreement shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and the Parties agree thereafter to use their best efforts to substitute a provision of similar economic intent and effect.

(c)    Except as provided in Section 4(d) above, the Parties agree that neither Party will be liable in any manner whatsoever for the failure to comply in full or in part with its obligations hereunder arising out of acts of God, fires, strikes, accidents or other occurrences beyond its control (whether like or unlike any of those enumerated herein) that prevent either Party from complying with the provisions of this Sponsorship Agreement.

(d)    Each Party shall comply with the applicable laws, rules and regulations governing the performance under this Sponsorship Agreement.

(e)    Headings herein are inserted for convenience of reference only and shall be ignored in the construction or interpretation of this Sponsorship Agreement.

(f)    This Sponsorship Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that either Party may assign this Sponsorship Agreement to an affiliate. Additionally, Amazon may assign this Sponsorship Agreement in connection with any merger, reorganization, sale of all or substantially all of its assets or, any similar transaction. Subject to the foregoing, this Sponsorship Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.

(g)    If any provision of this Sponsorship Agreement is determined to be unenforceable, the Parties intend that this Sponsorship Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.

(h)    A Party does not waive any right under this Sponsorship Agreement by failing to act upon a breach of this Sponsorship Agreement by the other Party or pursue compliance with any of the terms of this Sponsorship Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by both Parties.

(i)    The rights and remedies of the Parties under this Sponsorship Agreement are cumulative, and either Party may enforce any of its rights or remedies under this Sponsorship Agreement or other rights and remedies available to it at law or in equity.

(j)    Company and Amazon are independent contractors, and nothing contained herein or done pursuant hereto shall be construed to create any relationship of principal and agent, joint venturers, partners, or employer and employee between Company and Amazon. Each Party shall each be solely responsible for the conduct of its respective employees and agents in connection with the performance of its obligations hereunder.

(k)    This Sponsorship Agreement shall be deemed made in and shall be construed in accordance with and governed by the laws of the Grand Duchy of Luxembourg. Company irrevocably submits to venue and exclusive personal jurisdiction in the courts of Luxembourg City for any dispute arising out of this Sponsorship Agreement, and waives all objections to jurisdiction and venue of such courts.