Terms of Service

 

This agreement (the “Agreement”) is made effective upon payment (“Effective Date”), between the Design Department LLC, a California company, (“Design Department” or “Company”) d/b/a Within, and you (“Sponsor”).

The parties have agreed to enter into this Agreement to set forth the terms of Sponsor’s sponsorship of the our program as set forth in your invoice (“Program”) in exchange for certain contributions to Design Department.  Accordingly, the Design Department and Sponsor agree as follows:

I. Sponsorship

A. During the term of this Agreement, DESIGN DEPARTMENT agrees to identify and acknowledge Sponsor as a sponsor of the Program as listed on the invoice submitted by the Company. Sponsor agrees to provide all the necessary content and materials for use in connection with such sponsorship.

B. During the term of this Agreement, Sponsor shall be permitted to utilize DESIGN DEPARTMENT’s name, acronym and logo for the sole purpose of promoting Sponsor’s sponsorship of the Program.

C. During the term of this Agreement and for two years after, Sponsor shall not be permitted to utilize DESIGN DEPARTMENT’s name, acronym and logo for the sole purpose of promoting Sponsor’s sponsorship of the Program.

II. License of Intellectual Property

A. DESIGN DEPARTMENT is the sole owner of all right, title, and interest to all DESIGN DEPARTMENT information, including DESIGN DEPARTMENT’s logo, trademarks, trade names, and copyrighted information, unless otherwise provided.  DESIGN DEPARTMENT hereby grants to Sponsor a limited, non-exclusive license to use certain of DESIGN DEPARTMENT’s intellectual property, including DESIGN DEPARTMENT’s name, acronym, and logo (collectively, the “DESIGN DEPARTMENT Property”), solely in connection with promotion of Sponsor’s sponsorship of the Program.  Sponsor agrees that it shall not use DESIGN DEPARTMENT’s Property in a manner that states or implies that DESIGN DEPARTMENT endorses Sponsor (or Sponsor’s products or services). It is understood that DESIGN DEPARTMENT retains the right to review and approve in advance all uses of such intellectual property, which approval shall not be unreasonably withheld.

B. Sponsor is the sole owner of all right, title, and interest to all Sponsor information, including Sponsor logos, trademarks, trade names, and copyrighted information, unless otherwise provided.  Sponsor hereby grants to DESIGN DEPARTMENT a limited, non-exclusive license to use certain of Sponsor’s intellectual property, including names, trademarks, and copyrights (collectively, “Sponsor Property”), solely to identify Sponsor as [a/the] sponsor of the Program.  It is understood that Sponsor retains the right to review and approve in advance all uses of such intellectual property, which approval shall not be unreasonably withheld. Sponsor represents and warrants that it has not previously disposed of any of the rights herein granted to DESIGN DEPARTMENT nor previously granted any rights adverse thereto or inconsistent therewith; that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights herein granted to DESIGN DEPARTMENT; and that the Sponsor Property does not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party.

C. Upon termination or expiration of this Agreement, all rights and privileges for use of the other party’s Property shall expire, and each party shall discontinue the use of such other party’s Property.

III. Contribution Schedule

A. In consideration for the right to sponsor the Program and to be acknowledged by DESIGN DEPARTMENT as sponsor of the Program during the term of this Agreement, Sponsor agrees to make a cash contribution to DESIGN DEPARTMENT of the amount listed on the invoice, to be paid in a single lump-sum within thirty (30) days of the commencement of each Term of the Agreement.  Further, Sponsor will work with DESIGN DEPARTMENT to identify and provide in-kind products, services and/or facilities to DESIGN DEPARTMENT, DESIGN DEPARTMENT’s members, and/or in connection with DESIGN DEPARTMENT activities.

B. To the extent that any portion of a payment under this section would not (if made as a Separate payment) be deemed a qualified sponsorship payment under IRC § 513(i), such portion shall be deemed and treated as separate from the qualified sponsorship payment.

IV.     Term and Termination.  The Term of this Agreement will begin on the Effective Date and continue for a period of one (1) year.

V.      Relationship of Parties.  The parties are independent contractors with respect to one another.  Nothing in this Agreement shall create any association, joint venture, partnership, or agency relationship of any kind between the parties.

VI.     Indemnification.  Sponsor shall indemnify and hold harmless DESIGN DEPARTMENT, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from and against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees and expenses), and liabilities of every kind incurred as a result of:  (i) any act or omission by Sponsor or its officers, directors, employees, or agents; (ii) any use of Sponsor’s name, logo, Web site, or other information, products, or services provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. This indemnity shall require the payment of costs and expenses by Sponsor as they occur.  This section shall survive any termination or expiration of this Agreement.

VII.    Confidentiality and Non-solicitation.  Confidential Information is all information that is marked as such and all other information which a reasonable person would consider to be confidential.  Confidential Information shall include, but is not limited to, information regarding the organization, its operations, programs, activities, financial condition, and membership or customer lists.  During the Term, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purposes. Sponsor shall restrict disclosure of the Company’s Confidential Information to its employees and agents with a reasonable need to know such Confidential Information in connection with providing sponsorship to the Company. Such directors, officer, or employees, shall be required by the Sponsor to treat the Confidential Information confidentially. Both parties agree to not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party.

Upon the payment of the invoice the Sponsor agrees to not solicit business from the Company, reproduce Company’s offerings, or engage in direct communication with the participants of the program absent an agreement to the contrary for a period of two years after the termination of this agreement.

Sponsor covenants and agrees that, during the term of the Sponsor’s sponsorship of the Company and for twenty-four (24) months after the termination thereof, regardless of the reason for the termination, Sponsor will not, directly or indirectly, anywhere in the United States of America, on behalf of any competitive business reproduce the Company’s program that Sponsor is sponsoring.   

Non-Solicitation of Employees. Sponsor also covenants and agrees that during the Term of this agreement and for twelve  (12) months after the termination thereof, regardless of the reason for the agreement termination, Sponsor will not, directly or indirectly, on Sponsor’s own behalf or on behalf of or  in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or  induce, any non-clerical employee of the Company with whom the Sponsor, Sponsor’s agents, directors who had personal contact or supervised while performing the sponsorship duties, to terminate their employment relationship with the Company.

VIII.   General Provisions.

A. Warranties.  Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement and the performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder.  The provisions of this section shall survive termination of this Agreement.

B. Binding Effect.  This Agreement shall bind the parties, their respective heirs, personal representatives, successors and assigns.

C. Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to its conflict-of-laws or choice-of-law principles.

D.  Assignment.  This Agreement, or the rights granted under it, may not be assigned, transferred or sub-licensed by either party without the express prior written consent of the other party.

E. Entire Agreement.  This Agreement and all its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship.  This Agreement may only be amended in a writing signed by both parties.

F. Notice.  All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have been duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).

G. Remedies. The Company may pursue any and all remedies available to it and the pursuit of one remedy will not be deemed to exclude any other remedies, including, but not limited to recovery of damages and reasonable attorneys fees. The Company shall have the right to injunctive relief to restrain and enjoin any actual or threatened breach of the provisions contained in this Agreement