Sponsor Terms and Conditions - Addendum to Terms of Service

1. Introduction and Acceptance

These Sponsor Terms and Conditions ("Sponsor Terms") govern all sponsorship arrangements between sponsors ("Sponsor", "you") and dinnerHQ, LLC ("dinnerHQ", "we", "us", "our"). By entering into a sponsorship agreement or making payment for sponsorship services, you acknowledge that you have read, understood, and agree to be bound by these Sponsor Terms as an addendum to our general Terms of Service and Privacy Policy.

These Sponsor Terms apply to all forms of sponsorship including but not limited to: dinner event sponsorships, virtual webinars, content collaborations, email marketing, newsletter placements, blog posts, social media campaigns, and any other promotional activities conducted on the dinnerHQ platform.

Prohibited Sponsorship Categories. dinnerHQ does not accept sponsorships from or related to the following categories:

• Alcoholic beverages
• Cannabis, marijuana, or CBD products
• Gambling, betting, or casino services
• Political campaigns, political action committees (PACs), or partisan political organizations
• Adult content or services
• Tobacco or vaping products
• Any illegal products or services

dinnerHQ reserves the right to reject any sponsorship proposal at its sole discretion for brand fit, reputational concerns, or any other reason.

2. Payment Terms

2.1 Payment in Advance Required. All sponsorship fees must be paid in full before dinnerHQ begins any work on the sponsorship. dinnerHQ will not commence any sponsorship activities, reserve event space, or allocate resources until full payment is received and cleared.

2.2 Payment Methods. Payment must be made via the payment methods specified in the sponsorship agreement (credit card, wire transfer, ACH, or other approved methods). All payments are processed in U.S. Dollars (USD) unless otherwise specified.

2.3 No Chargebacks or Payment Disputes. Sponsor expressly agrees not to initiate chargebacks, payment disputes, or reversals for legitimate sponsorship charges. By entering into a sponsorship agreement and making payment, Sponsor acknowledges that:

• The sponsorship fee is non-refundable except as expressly provided in Section 2.5
• Payment represents a commitment to the sponsorship terms agreed upon
• Initiating an unauthorized chargeback constitutes a material breach of this agreement
• dinnerHQ may pursue all available legal remedies for wrongful chargebacks, including recovery of chargeback fees, legal costs, and damages

If Sponsor has a legitimate dispute regarding charges, Sponsor must contact dinnerHQ in writing at [email protected] before initiating any chargeback or payment dispute.

2.4 Late or Non-Payment. If payment is not received by the due date specified in the sponsorship agreement:

• dinnerHQ may immediately suspend or terminate the sponsorship arrangement
• dinnerHQ may remove Sponsor branding, materials, and promotional content
• Sponsor forfeits any benefits, deliverables, or services not yet provided
• dinnerHQ may charge late fees of 1.5% per month (or the maximum allowed by law) on overdue amounts
• Sponsor remains liable for the full sponsorship fee plus any collection costs, legal fees, and interest

2.5 Refund and Cancellation Policy. Sponsorship fees are generally non-refundable. However, the following exceptions apply:

• Event Cancellation by dinnerHQ: If dinnerHQ cancels a sponsored event, Sponsor will receive a credit equal to the sponsorship fee, valid for 120 days, applicable to any dinnerHQ event or service of Sponsor's choice (excluding events previously committed to by Sponsor). No cash refunds will be provided.
• Event Postponement by dinnerHQ: If dinnerHQ postpones an event, the sponsorship will automatically transfer to the rescheduled event. If Sponsor cannot participate in the rescheduled event, Sponsor will receive a 120-day credit as described above.
• Cancellation by Sponsor: If Sponsor cancels a sponsorship, no refund or credit will be provided, regardless of timing or reason.
• Low Attendance / Underperformance: dinnerHQ makes no guarantees regarding event attendance, engagement, or performance metrics. Lower-than-expected attendance does not entitle Sponsor to any refund, credit, or compensation.
• Sponsor No-Show: If Sponsor pays for a sponsorship package that includes event attendance (e.g., a reserved dinner seat) but fails to attend, no refund or credit will be provided. The sponsorship fee is fully earned by dinnerHQ upon provision of the opportunity to attend.
• Lead Quality or Attendee Data Issues: Sponsor is not entitled to any refund, credit, or compensation based on dissatisfaction with attendee roster quality, data accuracy, data completeness, LinkedIn profile accuracy, lead conversion rates, or failure of attendees to respond to Sponsor's outreach. As stated in Section 6 (Data Sharing and Privacy Compliance), all attendee information is self-reported and not independently verified by dinnerHQ. Sponsor accepts full responsibility for evaluating lead quality and waives any claims related to data accuracy or lead performance.

2.6 Taxes. All fees are exclusive of applicable taxes, duties, or government charges. Sponsor is responsible for paying all applicable sales tax, use tax, VAT, GST, or other taxes or duties, except for taxes based on dinnerHQ's net income. If dinnerHQ is required to collect or pay taxes, such amounts will be invoiced to and paid by Sponsor.

2.7 Invoice Disputes. Sponsor must notify dinnerHQ in writing of any invoice disputes within fifteen (15) days of the invoice date. Failure to dispute an invoice within this period constitutes acceptance of the charges as accurate.

3. No Guarantees or Specific Outcomes

2.1 Performance Disclaimer. dinnerHQ makes no guarantees, warranties, or representations regarding any specific outcomes, results, or performance metrics from sponsorship activities. This includes but is not limited to:

• Number of attendees at sponsored events
• Engagement rates, click-through rates, or conversion rates
• Lead generation, sales, or revenue outcomes
• Brand awareness, reputation enhancement, or market penetration
• Social media impressions, reach, or follower growth
• Email open rates, response rates, or any marketing performance metrics
• Return on investment (ROI) or return on ad spend (ROAS)

2.2 Best Efforts. While dinnerHQ will use commercially reasonable efforts to deliver agreed-upon sponsorship services as outlined in the written sponsorship agreement, all outcomes are subject to variables beyond our control, including but not limited to market conditions, attendee preferences, and external events.

2.3 Unauthorized Promises. Any specific guarantees, assurances, or promises made by dinnerHQ representatives that are not expressly included in a written sponsorship agreement signed by an authorized dinnerHQ officer shall not constitute a binding contract and create no legal obligations or liabilities for dinnerHQ.

3. Anti-Bribery, Gifts, and Incentives Compliance

3.1 Prohibited Activities. Sponsor agrees to comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and equivalent laws in all applicable jurisdictions. Sponsor shall not:

• Offer, promise, give, or authorize any bribe, kickback, or improper payment to dinnerHQ employees, contractors, attendees, or users
• Provide gifts, incentives, or things of value that could be construed as attempting to improperly influence business decisions, attendance, or user behavior
• Request that dinnerHQ facilitate any activity that could violate anti-bribery or anti-corruption laws

3.2 Permitted Incentives. Sponsor may offer legitimate promotional incentives to attendees (such as discounts, promotional codes, or modest branded items) provided that:

• Such incentives are offered uniformly and transparently to all eligible attendees
• The value of such incentives is reasonable and appropriate for promotional purposes
• Such incentives comply with all applicable laws and regulations
• dinnerHQ has approved such incentives in writing prior to distribution
• No cash equivalents, visa gift cards, or other monetary instruments are provided without prior written approval from dinnerHQ

3.3 Visa Gift Cards and Cash Equivalents. Distribution of visa gift cards, prepaid debit cards, cash, or other monetary instruments to attendees requires:

• Prior written approval from dinnerHQ
• Clear disclosure of terms, conditions, and any limitations
• Compliance with all applicable tax reporting requirements
• Compliance with state and federal laws regarding promotional giveaways and contests
• Appropriate documentation and record-keeping for audit purposes

4. Employment-Based Sponsorships and Anti-Discrimination

4.1 Equal Opportunity Requirement. For sponsorships related to recruiting, hiring, employment opportunities, or career development (including but not limited to job fairs, recruiting events, and networking dinners with hiring intent), Sponsor agrees to comply with all applicable employment and anti-discrimination laws, including but not limited to:

• Title VII of the Civil Rights Act of 1964 (as amended)
• The Age Discrimination in Employment Act (ADEA)
• The Americans with Disabilities Act (ADA)
• The Genetic Information Nondiscrimination Act (GINA)
• State and local fair employment practices laws
• EU Employment Equality Directive (2000/78/EC)
• UK Equality Act 2010

4.2 Prohibited Discrimination. Sponsor shall not discriminate against any attendee, applicant, or user based on:

• Race, color, or ethnicity
• National origin or nationality
• Religion or creed
• Sex, gender, gender identity, or gender expression
• Sexual orientation
• Age
• Disability or medical condition
• Military or veteran status
• Genetic information
• Pregnancy, childbirth, or related medical conditions
• Marital status
• Any other protected characteristic under applicable law

4.3 dinnerHQ's Rights. dinnerHQ reserves the right to immediately terminate any sponsorship arrangement if we become aware of discriminatory practices by Sponsor. Sponsor shall indemnify dinnerHQ against any claims arising from Sponsor's discriminatory practices.

5. Intellectual Property and Brand Usage

5.1 Limited License from Sponsor. Sponsor grants dinnerHQ a limited, non-exclusive, royalty-free, worldwide license to use Sponsor's name, logo, trademarks, service marks, trade names, and brand colors ("Sponsor IP") solely for the purposes of:

• Promoting and marketing the sponsored event, webinar, or activity
• Acknowledging Sponsor's support in communications to attendees and users
• Including Sponsor's name and logo in event materials, presentations, and signage
• Featuring Sponsor in social media posts, newsletter mentions, and blog posts related to the sponsorship
• Creating promotional materials, marketing collateral, and advertising related to the sponsorship

5.2 Brand Guidelines. Sponsor shall provide dinnerHQ with brand guidelines, approved logo files, and usage instructions. dinnerHQ will use commercially reasonable efforts to comply with such guidelines, but Sponsor acknowledges that minor variations may occur.

5.3 Limited License from dinnerHQ. dinnerHQ grants Sponsor a limited, non-exclusive, royalty-free license to use the dinnerHQ name, logo, and trademarks solely for the purpose of:

• Announcing Sponsor's participation in dinnerHQ-sponsored events
• Including dinnerHQ's logo on Sponsor's website or materials listing partnerships
• Social media posts acknowledging the sponsorship relationship

All use of dinnerHQ's intellectual property must be pre-approved in writing by dinnerHQ and must comply with dinnerHQ's brand guidelines.

5.4 No Trademark Rights. Nothing in these Sponsor Terms grants either party any ownership rights in the other party's intellectual property. All rights not expressly granted are reserved.

5.5 Termination of License. Upon termination or expiration of the sponsorship agreement, both parties shall cease all use of the other party's intellectual property, except that dinnerHQ may retain historical references to past sponsorships in archived materials.

6. Data Sharing and Privacy Compliance

6.1 Data Protection Laws. Both parties agree to comply with all applicable data protection and privacy laws, including but not limited to:

• General Data Protection Regulation (GDPR) - EU Regulation 2016/679
• California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA)
• Virginia Consumer Data Protection Act (VCDPA)
• Colorado Privacy Act (CPA)
• Connecticut Data Privacy Act (CTDPA)
• Utah Consumer Privacy Act (UCPA)
• All other applicable U.S. state and international privacy laws

6.2 Attendee Data Sharing. Subject to attendee consent and applicable privacy laws, dinnerHQ may share the following attendee information with Sponsor:

• First Name
• Last Name
• Email Address
• Company Name
• Job Title
• LinkedIn Profile URL
• Years of Experience
• Seniority Level
• City
• Country
• Company Size
• Company Website
• Industry/Sector
• Other company information as available and consented to

Definition of "Qualified B2B Lead"

For purposes of these Sponsor Terms, a "Qualified B2B Lead" means an attendee record that includes:

• Minimum Required Fields: First Name, Last Name, Email Address, Company Name, and Job Title
• Business Email Requirement: Email address must be a business/corporate domain (not free email providers like Gmail, Yahoo, Hotmail) where technically verifiable
• Consent Status: Attendee has provided explicit opt-in consent to share their information with sponsors
• Profile Completeness: At least 5 of the 13 data fields listed above are populated (not blank or "N/A")

Lead Quality Disclaimers

Important: dinnerHQ makes no warranties or guarantees regarding:

• Accuracy of Self-Reported Data: All attendee information (job titles, company names, years of experience, seniority levels) is self-reported by attendees during registration. dinnerHQ does not independently verify employment status, job titles, company affiliations, or professional credentials
• LinkedIn Profile Accuracy: LinkedIn URLs are provided by attendees and may link to outdated profiles, profiles with incomplete information, or profiles that do not accurately reflect current employment. dinnerHQ does not verify that LinkedIn profiles are current, accurate, or belong to the attendee
• Lead "Qualification" Standards: The term "Qualified B2B Lead" refers only to data completeness (number of fields populated), NOT to the attendee's buying intent, decision-making authority, budget, need for Sponsor's products/services, or likelihood of conversion
• No Guarantee of Engagement: dinnerHQ does not guarantee that any attendee will respond to Sponsor's outreach, attend Sponsor's events, engage with Sponsor's content, or become a customer
• Data Staleness: Attendee information may become outdated after initial collection (e.g., job changes, company acquisitions, email address changes). dinnerHQ is not responsible for maintaining or updating attendee data after it is shared with Sponsor

Sponsor Acknowledgment: By accepting attendee data, Sponsor acknowledges and agrees that lead quality, accuracy, and conversion potential are outside dinnerHQ's control and are not guaranteed. Sponsor waives any claims related to lead quality, data accuracy, or failure to achieve desired business outcomes from the attendee roster.

dinnerHQ will share such information with Sponsor only if:

• Attendees have provided explicit opt-in consent to share their information with sponsors
• The data sharing is disclosed in dinnerHQ's Privacy Policy and event registration materials
• Sponsor has agreed to process such data in accordance with all applicable privacy laws
• The data sharing is limited to the fields listed above and necessary for legitimate sponsorship purposes

Sponsor Ownership and Direct Email Marketing. Once attendee data is shared with Sponsor (subject to consent), Sponsor owns that data and may use it for direct email marketing and communications to attendees. Sponsor is solely responsible for:

• Compliance with CAN-SPAM Act, CASL (Canada), GDPR, and all applicable email marketing laws
• Including required unsubscribe mechanisms in all emails
• Honoring unsubscribe requests promptly (within 10 business days as required by CAN-SPAM)
• Ensuring email content is accurate, not deceptive, and properly identifies Sponsor as the sender
• Including Sponsor's valid physical postal address in emails as required by CAN-SPAM

dinnerHQ does not send emails on behalf of Sponsors. All email communications to attendees are sent directly by Sponsor using Sponsor's own email service provider. dinnerHQ has no control over or liability for Sponsor's email marketing activities.

6.3 Opt-Out Rights. dinnerHQ will honor all attendee requests to opt-out of data sharing with Sponsors. Sponsor agrees that:

• Data of attendees who have opted out will not be shared with Sponsor
• If an attendee opts out after data has been shared, Sponsor will promptly delete or anonymize such attendee's data upon notification from dinnerHQ
• Sponsor will not attempt to circumvent opt-out preferences or contact attendees who have opted out

6.4 Data Transfer Methods. dinnerHQ may transfer attendee data to Sponsor via:

• Secure web portal with password protection and encryption
• Encrypted file transfer (e.g., password-protected ZIP file, PGP encryption)
• Secure email transmission with appropriate security measures
• API access with authentication and encryption (if applicable)

Sponsor is responsible for securely receiving, storing, and handling the data once transferred. dinnerHQ is not liable for any security breaches or unauthorized access occurring after data has been securely transferred to Sponsor.

6.5 Prohibition on List Resale and Third-Party Sharing. Sponsor expressly agrees that:

• Attendee data shall be used solely for purposes directly related to the sponsorship and Sponsor's legitimate business communications with attendees
• Sponsor shall NOT sell, rent, lease, license, or otherwise transfer attendee data to any third party
• Sponsor shall NOT share attendee data with affiliates, partners, subsidiaries, or related entities without explicit written consent from each affected attendee
• Sponsor shall NOT use attendee data for any purpose other than those explicitly disclosed in the sponsorship agreement and dinnerHQ's privacy notices
• Violation of this prohibition constitutes a material breach and entitles dinnerHQ to immediate termination, injunctive relief, and monetary damages including but not limited to $5,000 per affected attendee or actual damages, whichever is greater

6.6 Data Retention by Sponsor. Sponsor shall not retain attendee data longer than necessary for the legitimate purposes of the sponsorship and direct marketing to attendees who have not opted out. Sponsor must comply with all applicable data retention laws, including:

• GDPR data minimization and storage limitation principles (Article 5)
• CCPA/CPRA consumer rights to deletion
• Industry-specific data retention requirements (if applicable)

Upon request from dinnerHQ or any attendee, Sponsor must promptly delete or anonymize such attendee's data.

6.7 Data Security. Sponsor agrees to:

• Implement appropriate technical and organizational security measures to protect attendee data
• Limit access to attendee data to authorized personnel with a legitimate need to know
• Encrypt attendee data at rest and in transit
• Implement access controls, authentication, and audit logging
• Conduct regular security assessments and vulnerability testing
• Notify dinnerHQ promptly (within 24 hours) of any data breach or unauthorized access
• Comply with all applicable data breach notification laws
• Delete or return all attendee data upon termination of the sponsorship or upon dinnerHQ's request

6.5 GDPR-Specific Provisions. For attendees in the European Economic Area (EEA), UK, or Switzerland:

• dinnerHQ acts as the data controller for attendee data
• Sponsor acts as a data processor when processing attendee data on behalf of dinnerHQ
• Sponsor shall process data only as instructed by dinnerHQ and for the purposes of the sponsorship
• Sponsor shall assist dinnerHQ in responding to data subject rights requests (access, rectification, erasure, restriction, portability, objection)
• Data Processing Addendum (DPA) including Standard Contractual Clauses may be required for international data transfers

6.6 Data Retention. Sponsor shall not retain attendee data longer than necessary for the purposes of the sponsorship, and in no event longer than the retention periods specified in the written sponsorship agreement or required by law.

7. Media, Photography, and Social Media Rights

7.1 Event Photography and Videography. Sponsor acknowledges and agrees that:

• dinnerHQ may photograph, video record, and otherwise document sponsored events
• Such media may include images of Sponsor representatives, branding, and promotional materials
• dinnerHQ may use such media for promotional purposes across all channels, including but not limited to website, social media, email marketing, and advertising
• Sponsor grants dinnerHQ a perpetual, worldwide, royalty-free license to use such media

7.2 Sponsor-Provided Media. If Sponsor provides media (photos, videos, graphics) to dinnerHQ:

• Sponsor represents and warrants that it has all necessary rights, licenses, and permissions to provide such media to dinnerHQ
• Sponsor grants dinnerHQ an irrevocable, worldwide, royalty-free license to use such media for purposes of promoting the sponsorship and dinnerHQ's services
• Sponsor is responsible for obtaining any necessary model releases, talent permissions, or third-party licenses
• Sponsor shall indemnify dinnerHQ against any claims arising from use of Sponsor-provided media

7.3 Social Media Posting and Tagging. dinnerHQ may:

• Post about sponsored events on dinnerHQ's social media channels (LinkedIn, Instagram, Facebook, X/Twitter, YouTube)
• Tag Sponsor's official social media accounts in posts related to the sponsorship
• Share photos and videos from sponsored events that include Sponsor branding or representatives
• Encourage attendees to post about the sponsored event and tag both dinnerHQ and Sponsor

7.4 Sponsor Social Media Obligations. When posting about dinnerHQ-sponsored events, Sponsor agrees to:

• Accurately represent the nature of the sponsorship and event
• Comply with all applicable advertising and disclosure laws (including FTC guidelines on endorsements and testimonials)
• Include appropriate disclosures if the post constitutes advertising or sponsored content
• Not make misleading claims or misrepresent the scope of the sponsorship
• Tag dinnerHQ's official social media accounts when appropriate

7.5 Required Disclosures. All sponsored content, whether created by dinnerHQ or Sponsor, must include clear and conspicuous disclosures as required by:

• Federal Trade Commission (FTC) Guidelines on Endorsements and Testimonials
• FTC Native Advertising Guidelines
• Platform-specific disclosure requirements (e.g., Instagram #ad, #sponsored)
• Any applicable international advertising standards

8. Limitation of Liability and No Damages for Reputational Harm

8.1 No Liability for Reputational Harm. dinnerHQ shall not be liable for any reputational harm, damage to brand image, negative publicity, or adverse business consequences arising from or relating to the sponsorship, including but not limited to:

• Negative comments, reviews, or social media posts by attendees about Sponsor
• Controversial statements or behavior by attendees at sponsored events
• Association with other sponsors, attendees, or speakers
• Media coverage or public perception of sponsored events
• Lower-than-expected attendance, engagement, or response rates
• Technical difficulties, platform issues, or event disruptions

8.2 Maximum Liability Cap. In no event shall dinnerHQ's total aggregate liability arising out of or relating to any sponsorship agreement exceed the total amount paid by Sponsor to dinnerHQ under that specific sponsorship agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

8.3 Exclusion of Consequential Damages. In no event shall dinnerHQ be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of goodwill or reputation
• Cost of procurement of substitute services
• Loss of data or business interruption
• Any other indirect or consequential losses

This limitation applies regardless of the form of action (contract, tort, negligence, strict liability, or otherwise) and even if dinnerHQ has been advised of the possibility of such damages.

8.4 Exclusions from Limitations. The limitations in this Section 8 do not apply to:

• dinnerHQ's obligations to indemnify Sponsor under Section 9
• dinnerHQ's gross negligence or willful misconduct
• Violations of applicable law that cannot be contractually limited
• dinnerHQ's breach of confidentiality obligations

9. Indemnification and Hold Harmless

9.1 Sponsor Indemnification. Sponsor agrees to indemnify, defend, and hold harmless dinnerHQ, its parent company (PRINTER'S ACADEMY ON LINE LLC.), subsidiaries, affiliates, officers, directors, employees, agents, contractors, consultants, partners, venue operators, service providers, successors, assigns, and all other related parties (collectively, the “Indemnified Parties”) from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising from or relating to:

• Sponsor's breach of these Sponsor Terms or any sponsorship agreement
• Sponsor's violation of any applicable law, regulation, or third-party right
• Sponsor's use of attendee data, including any privacy or data protection violations
• Claims of discrimination, harassment, or unfair employment practices by Sponsor
• Sponsor's intellectual property, including claims that Sponsor's logo, trademarks, or content infringe third-party rights
• Sponsor-provided media, materials, or content used in connection with the sponsorship
• Sponsor's gifts, incentives, or promotional items provided to attendees
• Sponsor's representations, warranties, or guarantees made to attendees
• Any product liability claims arising from Sponsor's products or services promoted through the sponsorship
• Sponsor's gross negligence or willful misconduct

9.2 User/Attendee Actions. Sponsor specifically agrees to hold dinnerHQ harmless for any and all claims arising from:

• Actions, statements, or behavior of dinnerHQ users or event attendees
• Negative reviews, comments, or social media posts about Sponsor
• Attendee disputes regarding Sponsor's products, services, or representations
• Attendee claims related to data privacy or unwanted marketing communications from Sponsor
• Any interactions between Sponsor and attendees occurring outside of dinnerHQ-organized activities

dinnerHQ is not responsible for the actions of its users or attendees, and Sponsor assumes all risks associated with engaging with dinnerHQ's user community.

9.3 Sponsor's Actions - Gross Negligence and Willful Misconduct. While dinnerHQ is not liable for ordinary negligence or normal business risks associated with sponsorships, Sponsor acknowledges that dinnerHQ shall not be held liable for:

• Any damages incurred by Sponsor as a result of gross negligence or willful misconduct by dinnerHQ users or attendees that is unrelated to dinnerHQ's own conduct
• Any specific guarantees, assurances, or commitments allegedly made by dinnerHQ employees or representatives that were not memorialized in a written sponsorship agreement signed by an authorized dinnerHQ officer
• Any obligations or liabilities arising from oral representations or informal communications that contradict or expand upon the written terms of the sponsorship agreement

For clarity: If a Sponsor representative alleges that a dinnerHQ employee promised certain deliverables, outcomes, or commitments that are not reflected in the executed written agreement, such alleged promises do not create binding obligations on dinnerHQ and shall not form the basis of any claim for breach of contract or liability.

9.4 dinnerHQ Indemnification. dinnerHQ agrees to indemnify, defend, and hold harmless Sponsor from and against claims arising solely from:

• dinnerHQ's gross negligence or willful misconduct in performing its obligations under the sponsorship agreement
• dinnerHQ's material breach of these Sponsor Terms or the sponsorship agreement
• Claims that dinnerHQ's intellectual property infringes third-party rights

9.5 Indemnification Procedures. The indemnified party shall:

• Promptly notify the indemnifying party in writing of any claim
• Provide reasonable cooperation in the defense of the claim
• Allow the indemnifying party to control the defense and settlement of the claim

The indemnified party may participate in the defense at its own expense. The indemnifying party shall not settle any claim that imposes obligations on or admits liability of the indemnified party without the indemnified party's prior written consent.

10. Content Collaborations and Marketing Activities

10.1 Types of Content. Sponsorships may include various content collaboration formats:

• Email Marketing: Dedicated or co-branded email sends to dinnerHQ's user base
• Newsletter Placements: Sponsored sections or mentions in dinnerHQ newsletters
• Blog Posts: Sponsored articles, guest posts, or co-created content
• Social Media Campaigns: Sponsored posts, stories, or social media takeovers
• Webinars: Virtual events, workshops, or educational sessions
• Video Content: Sponsored videos, interviews, or documentary-style content
• Podcast Sponsorships: Pre-roll, mid-roll, or post-roll advertising or sponsored episodes

10.2 Editorial Independence. dinnerHQ maintains editorial independence over all content. Sponsor acknowledges that:

• dinnerHQ retains final approval over all content, messaging, and creative
• dinnerHQ may decline to publish content that does not meet quality standards or brand guidelines
• dinnerHQ reserves the right to edit content for clarity, accuracy, or brand consistency
• Content must be clearly labeled as sponsored, in compliance with FTC guidelines and platform policies

10.3 Content Performance. dinnerHQ makes no guarantees regarding:

• Email open rates, click-through rates, or conversion rates
• Social media engagement, reach, impressions, or virality
• Blog post views, time on page, or search engine rankings
• Webinar attendance, participation rates, or recording views
• Any specific marketing performance metrics or outcomes

10.4 Content Ownership. Unless otherwise specified in the written sponsorship agreement:

• Sponsor retains ownership of Sponsor-created content
• dinnerHQ retains ownership of dinnerHQ-created content
• Co-created content shall be jointly owned, with both parties having the right to use such content
• Each party grants the other a license to use the content for promotional purposes related to the sponsorship

10.5 Content Approval Process. All Sponsor-provided content and marketing materials are subject to dinnerHQ review and approval. dinnerHQ reserves the right to:

• Review and approve all email content, newsletter copy, blog posts, and social media content before publication or distribution
• Request modifications to content for brand consistency, accuracy, or compliance with applicable laws
• Reject content that is misleading, deceptive, inappropriate, offensive, or inconsistent with dinnerHQ's brand values
• Veto content that violates advertising standards, FTC guidelines, or platform policies
• Require Sponsor to submit content at least 5-7 business days before scheduled publication for review

dinnerHQ will make commercially reasonable efforts to review and respond to Sponsor content submissions within 2-3 business days.

10.6 Content Takedown Rights. dinnerHQ reserves the right to remove, edit, or take down any published content if:

• The content is found to violate applicable laws, regulations, or third-party rights
• The content contains inaccurate, misleading, or false information
• The content creates reputational risk for dinnerHQ
• Sponsor's circumstances change (e.g., bankruptcy, criminal charges, scandal, product recalls)
• Sponsor requests removal in writing

However, if Sponsor provided content with proper disclosures and dinnerHQ approved publication, dinnerHQ cannot retroactively remove such content solely based on Sponsor's failure to conduct due diligence or obtain necessary clearances. Sponsor remains solely responsible for ensuring all Sponsor-provided content complies with applicable laws and does not infringe third-party rights.

10.7 Affiliate Links and Tracking. Sponsor may use affiliate links, UTM parameters, tracking pixels, and other performance tracking mechanisms in sponsored content, provided that:

• Such tracking complies with all applicable privacy laws (GDPR, CCPA, etc.)
• Tracking mechanisms are disclosed to dinnerHQ prior to use
• No malicious code, malware, or unauthorized tracking is included
• Tracking does not degrade user experience or site performance

10.8 Competing Sponsors and Category Exclusivity. Unless expressly agreed in writing:

• Sponsor does NOT receive category exclusivity or exclusive rights within any industry vertical
• dinnerHQ may accept multiple sponsors in the same or competing industries for the same event or activity
• Sponsor acknowledges that competing companies may co-sponsor events or activities
• dinnerHQ makes no guarantees regarding the presence or absence of competitors at sponsored events

If Sponsor desires category exclusivity, this must be explicitly negotiated and documented in the written sponsorship agreement, typically at a premium price.

10A. Performance Metrics and Reporting

10A.1 Event Attendance Reporting. For in-person dinner events, dinnerHQ will provide Sponsor with actual attendance numbers within fourteen (14) days following the event. This report will include:

• Total number of registered attendees
• Total number of actual attendees who checked in
• No-show rate

10A.2 Metrics Disclaimer. All performance metrics and reports are provided on a best-effort basis and may contain errors or inaccuracies. dinnerHQ makes no warranties regarding the accuracy, completeness, or reliability of any metrics provided. Sponsor acknowledges that:

• Attendance counts may be estimates based on check-in systems or manual counts
• Technical issues may affect data collection accuracy
• Metrics are provided for informational purposes only and do not constitute guarantees
• dinnerHQ is not liable for any decisions made based on reported metrics

10A.3 No Email or Engagement Metrics. dinnerHQ does not provide:

• Email open rates, click-through rates, or bounce rates for Sponsor's direct email campaigns
• Social media engagement metrics (likes, shares, comments) for Sponsor's organic content
• Lead quality scores or conversion tracking
• Attribution modeling or ROI analysis

Sponsor is responsible for implementing its own tracking and analytics for email campaigns and marketing activities conducted directly by Sponsor.

10B. Dinner Event Sponsorships - Attendance and Seating

10B.1 Sponsorship Packages and Seating. dinnerHQ offers various sponsorship tiers, which may or may not include reserved dinner seats for Sponsor representatives. Sponsor must carefully review the sponsorship package details to determine whether event attendance is included.

10B.2 Reserved Seat Sponsorships. If the sponsorship package includes a reserved dinner seat:

• Sponsor may designate a representative to attend the dinner event
• Sponsor must provide attendee name and contact information at least 5 business days before the event
• Sponsor representative must comply with event policies, Code of Conduct, and venue rules
• Seating assignments are at dinnerHQ's discretion and cannot be guaranteed at specific tables

10B.3 Basic Package Sponsorships. If the sponsorship package does NOT include a reserved dinner seat, Sponsor receives branding, recognition, and marketing benefits but does NOT receive complimentary event attendance. Sponsor representatives may register and pay separately as regular attendees if space is available.

10B.4 No Booth or Table Staffing. dinnerHQ events are intimate networking dinners, not trade shows or expos. There are no vendor booths, exhibitor tables, or dedicated sponsor areas. Sponsors receive brand recognition through event materials, announcements, and digital channels as specified in the sponsorship agreement.

10B.5 Attendee Complaint Resolution. If dinnerHQ receives complaints from attendees regarding inappropriate, harassing, or disruptive behavior by Sponsor representatives at events:

• dinnerHQ may remove the Sponsor representative from the event immediately
• dinnerHQ may ban the Sponsor representative from future events
• dinnerHQ may terminate the sponsorship agreement for cause without refund
• Sponsor remains liable for any damages or claims arising from Sponsor representative's conduct

10B.6 Alcohol and Beverages. Dinner events typically take place at restaurants that serve alcoholic beverages. The restaurant, not dinnerHQ or Sponsor, is solely responsible for:

• Alcohol service and compliance with liquor licensing laws
• Verifying age and refusing service to intoxicated patrons
• Any liability arising from alcohol service

Sponsors do not provide, serve, or control alcohol at dinnerHQ events. dinnerHQ has no liability for any alcohol-related incidents.

11. Virtual Events and Webinar Sponsorships

11.1 Technical Issues. dinnerHQ shall not be liable for:

• Internet connectivity issues affecting attendees or speakers
• Third-party platform outages or technical failures (e.g., Zoom, Google Meet)
• Audio or video quality issues beyond dinnerHQ's reasonable control
• Attendee device compatibility or technical difficulties
• Force majeure events affecting virtual event delivery

11.2 Recordings and Replays. Unless otherwise specified:

• dinnerHQ may record virtual events for archival and promotional purposes
• Recordings may be shared with registered attendees or made publicly available
• Sponsor presentation materials included in recordings remain subject to Sponsor's intellectual property rights
• dinnerHQ may edit recordings for length, quality, or content appropriateness

11.3 Attendance Numbers. For virtual events:

• Registration numbers do not guarantee attendance
• Actual attendance may be lower than registrations due to no-shows
• dinnerHQ makes no guarantees regarding attendance, engagement, or replay views
• Industry-standard no-show rates for virtual events range from 30-50%

11A. Insurance Requirements

11A.1 General Liability Insurance. Sponsors are strongly encouraged to maintain comprehensive general liability insurance covering their business operations. For sponsorships involving physical presence at events, product demonstrations, or distribution of materials, Sponsor should carry minimum coverage of:

• General liability: $1,000,000 per occurrence / $2,000,000 aggregate
• Product liability (if applicable): $1,000,000 per occurrence
• Professional liability/errors & omissions (if applicable): $1,000,000 per claim

11A.2 Certificate of Insurance. For high-value sponsorships (typically $25,000+) or sponsorships involving physical event presence, dinnerHQ may require Sponsor to provide a certificate of insurance evidencing the above coverage at least five (5) business days before the event.

11A.3 Additional Insured Status. dinnerHQ does NOT require to be named as an additional insured on Sponsor's insurance policies. However, Sponsor's insurance must be primary and non-contributory with respect to any claims arising from Sponsor's sponsorship activities.

11A.4 Industry-Specific Insurance. Sponsors in certain regulated industries (financial services, healthcare, pharmaceuticals) must maintain industry-appropriate insurance coverage and provide evidence upon request.

12. Force Majeure

12.1 Force Majeure Events. Neither party shall be liable for any failure or delay in performance of its obligations under these Sponsor Terms or any sponsorship agreement to the extent such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including but not limited to:

• Acts of God: Earthquakes, floods, hurricanes, tornadoes, wildfires, tsunamis, lightning strikes, or other natural disasters
• Public Health Emergencies: Pandemics, epidemics, public health crises, disease outbreaks, or government-mandated quarantines, lockdowns, or travel restrictions
• Government Actions: Laws, regulations, orders, embargoes, sanctions, blockades, government shutdowns, or any action by civil or military authorities that prevents performance
• War and Terrorism: War (declared or undeclared), invasion, act of foreign enemies, terrorism, civil war, rebellion, revolution, insurrection, military coup, or civil unrest
• Labor Disputes: Strikes, lockouts, labor disputes, or workforce shortages not caused by the party claiming force majeure
• Utility and Infrastructure Failures: Failures of power, telecommunications, internet service, or other critical infrastructure beyond the party's control
• Venue-Related Issues: Closure, unavailability, or condemnation of the event venue; venue operator's refusal to honor reservations; venue damage or destruction
• Transportation Disruptions: Airport closures, flight cancellations, railway strikes, road closures, or other transportation disruptions preventing attendee travel
• Cyberattacks: Distributed denial-of-service (DDoS) attacks, ransomware, hacking, or other malicious cyber incidents not caused by the party's negligence
• Supplier Failures: Failure or insolvency of critical third-party vendors (catering, technology platforms, venues) not caused by the party's non-payment

12.2 Notice Requirements. The party affected by a Force Majeure Event shall:

• Provide prompt written notice to the other party (within 5 business days of becoming aware of the Force Majeure Event)
• Describe the nature of the Force Majeure Event and its expected duration
• Outline the obligations affected and steps being taken to mitigate the impact
• Provide periodic updates (at least every 14 days) on the status of the Force Majeure Event

12.3 Obligations During Force Majeure. During a Force Majeure Event:

• The affected party's performance obligations shall be suspended for the duration of the Force Majeure Event, but only to the extent performance is actually prevented by the event
• The affected party must use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable
• The non-affected party is not obligated to make payments for services not delivered due to the Force Majeure Event, except for payments already made for work completed prior to the event
• Both parties shall act in good faith to negotiate alternative arrangements (rescheduling, virtual alternatives, partial performance) where feasible

12.4 Event Cancellation Due to Force Majeure. If a Force Majeure Event makes it impossible, impracticable, or unsafe to hold a sponsored event:

• dinnerHQ's Options: dinnerHQ may, at its sole discretion: (a) cancel the event entirely, (b) postpone the event to a future date, or (c) convert the event to a virtual format
• Sponsor's Rights: If dinnerHQ cancels the event entirely without rescheduling, Sponsor shall receive a credit equal to the sponsorship fee, valid for 120 days, applicable to any dinnerHQ event or service. No cash refunds will be provided.
• Postponement: If dinnerHQ postpones the event, the sponsorship shall automatically transfer to the rescheduled event. If Sponsor cannot participate in the rescheduled event, Sponsor shall receive a 120-day credit as described above.
• Format Change: If dinnerHQ converts an in-person event to a virtual format due to Force Majeure, Sponsor may either (a) accept the virtual sponsorship at the same price, or (b) decline and receive a 120-day credit. dinnerHQ is not obligated to reduce pricing for format changes caused by Force Majeure.

12.5 Prolonged Force Majeure - Termination Rights. If a Force Majeure Event continues for more than ninety (90) days and prevents performance of a material portion of the sponsorship agreement:

• Either party may terminate the sponsorship agreement by providing written notice
• dinnerHQ shall refund any payments made for services not yet delivered (on a pro-rata basis)
• Neither party shall have any liability to the other for losses, damages, or costs arising from termination due to prolonged Force Majeure
• Payments already made for completed services prior to the Force Majeure Event are non-refundable

12.6 Force Majeure Exclusions. Force Majeure does NOT excuse:

• Sponsor's payment obligations for services already delivered or work completed prior to the Force Majeure Event
• Obligations to protect confidential information, intellectual property, or attendee data
• Indemnification obligations arising from events occurring before the Force Majeure Event
• Breaches of law, regulatory violations, or discriminatory practices
• Failures caused by a party's financial inability to perform (e.g., insolvency, bankruptcy, cash flow issues)
• Failures caused by a party's negligence, willful misconduct, or breach of contract

12.7 No Liability for Force Majeure. dinnerHQ shall not be liable for:

• Any consequential, incidental, special, or punitive damages arising from event cancellation, postponement, or format change due to Force Majeure
• Sponsor's lost business opportunities, expenses incurred (travel, accommodation, marketing), or reputational harm resulting from Force Majeure events
• Third-party failures (venue, caterers, speakers, platforms) caused by Force Majeure
• Attendee no-shows, cancellations, or refund requests triggered by Force Majeure events

12.8 Insurance. Sponsors are strongly encouraged to obtain event cancellation insurance, business interruption insurance, or other risk mitigation coverage to protect against losses arising from Force Majeure events. dinnerHQ does not provide insurance coverage for Sponsors and is not responsible for Sponsor's decision not to obtain insurance.

12.9 Pandemic-Specific Provisions. In light of recent global health crises, the parties acknowledge that:

• Pandemic-related government restrictions (lockdowns, capacity limits, travel bans) constitute Force Majeure events
• dinnerHQ may implement health and safety protocols (vaccination requirements, testing, masking, social distancing) at its discretion without liability
• Reduced attendance due to public health concerns does not entitle Sponsor to refunds or price reductions
• Virtual or hybrid event formats may be substituted for in-person events if necessary for public health and safety

13. Termination and Cancellation

13.1 Termination at dinnerHQ's Discretion. dinnerHQ reserves the right to terminate any sponsorship agreement immediately, with or without cause, at its sole discretion. Without limiting the generality of the foregoing, dinnerHQ may terminate if:

• Sponsor breaches these Sponsor Terms or the sponsorship agreement
• Sponsor engages in discriminatory, illegal, or unethical practices
• Sponsor's actions create reputational risk for dinnerHQ
• Sponsor violates data protection or privacy laws
• Sponsor fails to make required payments
• Sponsor files for bankruptcy, becomes insolvent, or appoints a receiver or trustee
• Sponsor is acquired by, merges with, or sold to a competitor or entity that creates a conflict of interest
• Sponsor experiences a public relations crisis, scandal, criminal investigation, product recall, or regulatory enforcement action that damages Sponsor's reputation
• Sponsor's business practices or public statements become inconsistent with dinnerHQ's values or brand
• dinnerHQ determines, in its sole judgment, that continuing the sponsorship is not in dinnerHQ's best interest

Termination for any of the above reasons shall be considered termination "for cause," and Sponsor shall not be entitled to any refund or credit.

13.2 Cancellation by Sponsor. Sponsor may cancel a sponsorship subject to:

• Providing written notice as specified in the sponsorship agreement
• Paying applicable cancellation fees as outlined in the sponsorship agreement
• Forfeiting any non-refundable deposits or fees

13.3 Event Cancellation by dinnerHQ. If dinnerHQ cancels a sponsored event:

• dinnerHQ will provide reasonable notice to Sponsor
• dinnerHQ may offer to reschedule the event or apply fees to a future sponsorship
• If rescheduling is not acceptable, dinnerHQ will refund payments for the canceled event
• dinnerHQ shall not be liable for any consequential damages arising from cancellation

13.4 Effects of Termination. Upon termination:

• All intellectual property licenses granted hereunder terminate, except as needed for historical archival purposes
• Sponsor shall cease all use of dinnerHQ's intellectual property
• Each party shall return or destroy confidential information of the other party
• Sponsor shall delete or return all attendee data
• Sections of these Sponsor Terms that by their nature should survive (including indemnification, limitation of liability, and dispute resolution) shall survive termination

14. Compliance with Laws and Regulations

14.1 General Compliance. Both parties agree to comply with all applicable laws, regulations, and industry standards, including but not limited to:

• Advertising and marketing regulations (FTC Act, CAN-SPAM Act, TCPA)
• Consumer protection laws
• Data protection and privacy laws (GDPR, CCPA, and all state laws)
• Anti-discrimination and employment laws
• Anti-bribery and anti-corruption laws
• Intellectual property laws
• Export control and sanctions laws
• Tax laws and reporting requirements

14.2 Regulatory Changes. If changes in applicable laws or regulations materially affect the sponsorship arrangement:

• The affected party shall promptly notify the other party
• The parties shall negotiate in good faith to modify the arrangement to comply with the new requirements
• If compliance is not commercially feasible, either party may terminate the sponsorship agreement without penalty

14.3 Industry-Specific Regulations. Sponsors in regulated industries (financial services, healthcare, pharmaceuticals) are responsible for ensuring their sponsorship activities comply with all industry-specific regulations and obtaining any necessary approvals or disclosures.

As stated in Section 1, dinnerHQ does not accept sponsorships from alcohol, cannabis, gambling, political, tobacco, or adult content industries.

14.4 International Sanctions and Export Controls. Sponsor represents, warrants, and covenants that:

• Sponsor is not identified on any U.S. government list of prohibited or restricted parties, including the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List
• Sponsor is not owned, controlled by, or acting on behalf of any government, entity, or individual subject to U.S. economic sanctions
• Sponsor is not located in, organized under the laws of, or operating from a country or region subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and certain regions of Ukraine/Russia)
• Sponsor will not use attendee data, dinnerHQ services, or sponsorship deliverables in violation of U.S. export control laws (EAR, ITAR) or anti-money laundering regulations
• Sponsor will not share data or technology obtained through the sponsorship with any sanctioned entity or restricted country

Violation of these representations is grounds for immediate termination without refund, and Sponsor shall indemnify dinnerHQ against any fines, penalties, or liabilities arising from Sponsor's sanctions violations.

14.5 Cross-Border Data Transfers. For sponsorships involving attendees in the European Economic Area (EEA), United Kingdom, or Switzerland, and Sponsors located outside those jurisdictions:

• Data transfers from dinnerHQ (acting as data controller in the EU/UK) to Sponsor (acting as data processor in the U.S. or other non-EU jurisdiction) must comply with GDPR Chapter V transfer mechanisms
• dinnerHQ and Sponsor may execute Standard Contractual Clauses (SCCs) as approved by the European Commission or UK Information Commissioner's Office
• Sponsor must implement appropriate safeguards to protect EU/UK personal data, including technical and organizational measures, encryption, and access controls
• Sponsor must conduct a Transfer Impact Assessment (TIA) to ensure that the laws and practices of the destination country do not impair the protections afforded by the SCCs
• A Data Processing Addendum (DPA) may be required as part of the sponsorship agreement for EU/UK data transfers

Sponsor acknowledges that international data transfers are complex and Sponsor bears responsibility for ensuring compliance with all applicable cross-border data transfer requirements.

15. Representations and Warranties

15.1 Sponsor Representations. Sponsor represents and warrants that:

• It has full power and authority to enter into the sponsorship agreement
• The execution and performance of the agreement does not violate any other agreement or obligation
• All Sponsor-provided content, materials, and intellectual property do not infringe third-party rights
• It will comply with all applicable laws and regulations
• All representations made to dinnerHQ regarding its business, products, and services are accurate
• It maintains appropriate insurance coverage for its business activities

15.2 dinnerHQ Representations. dinnerHQ represents and warrants that:

• It has full power and authority to enter into the sponsorship agreement
• It will use commercially reasonable efforts to deliver sponsorship services as outlined in the agreement
• It will comply with applicable privacy and data protection laws
• It owns or has the right to license its intellectual property

15.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE WRITTEN SPONSORSHIP AGREEMENT, DINNERHQ PROVIDES ALL SPONSORSHIP SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DINNERHQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

16. Dispute Resolution and Governing Law

16.1 Governing Law. These Sponsor Terms and any sponsorship agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of laws principles.

16.2 Dispute Resolution Process. In the event of any dispute, controversy, or claim arising out of or relating to these Sponsor Terms or any sponsorship agreement:

• Step 1 - Good Faith Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiations between senior executives of each party for a period of thirty (30) days
• Step 2 - Mediation: If negotiation fails, the parties shall submit the dispute to non-binding mediation administered by JAMS or the American Arbitration Association (AAA) before pursuing arbitration or litigation
• Step 3 - Binding Arbitration: If mediation fails to resolve the dispute within sixty (60) days, the dispute shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures

16.3 Arbitration Terms. The arbitration shall be conducted as follows:

• Venue: Miami-Dade County, Florida (no exceptions)
• Language: English
• Arbitrator: Single arbitrator mutually agreed upon or appointed by JAMS
• Costs: Each party shall bear its own attorneys' fees and costs, and the parties shall split arbitration fees equally unless the arbitrator determines otherwise
• Confidentiality: All arbitration proceedings and results shall be confidential
• Award: The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction

16.4 Exceptions to Arbitration. Either party may seek injunctive or equitable relief in court to protect its intellectual property rights or confidential information without first engaging in the dispute resolution process outlined above.

16.5 Class Action Waiver. Both parties agree that any proceedings to resolve disputes shall be conducted on an individual basis and not as a class action, consolidated action, or representative action. Neither party may participate in or receive benefits from any class action against the other party.

16.6 Jurisdiction and Venue. To the extent arbitration does not apply, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida.

17. Miscellaneous Provisions

17.1 Entire Agreement. These Sponsor Terms, together with any executed sponsorship agreement and the documents referenced herein (including dinnerHQ's Terms of Service and Privacy Policy), constitute the entire agreement between the parties regarding sponsorships and supersede all prior or contemporaneous oral or written communications, proposals, and representations.

17.2 Amendment. dinnerHQ may update these Sponsor Terms from time to time. Material changes will be communicated to active Sponsors at least thirty (30) days before taking effect. Continued participation in sponsorships after the effective date constitutes acceptance of the updated terms.

Individual sponsorship agreements may only be amended by written agreement signed by authorized representatives of both parties.

17.3 Waiver. No waiver of any provision of these Sponsor Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

17.4 Severability. If any provision of these Sponsor Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.5 Assignment. Sponsor may not assign or transfer its rights or obligations under these Sponsor Terms or any sponsorship agreement without dinnerHQ's prior written consent. dinnerHQ may assign its rights and obligations to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

17.6 Independent Contractors. The parties are independent contractors. These Sponsor Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

17.7 Third-Party Beneficiaries. These Sponsor Terms are for the sole benefit of the parties and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

17.8 Notices. All notices under these Sponsor Terms shall be in writing and sent to the contact information provided in the sponsorship agreement. Notices shall be deemed given when:

• Personally delivered
• Sent by confirmed email
• One (1) business day after being sent by reputable overnight courier
• Three (3) business days after being mailed by registered or certified mail, return receipt requested

17.9 Interpretation. The headings in these Sponsor Terms are for reference only and shall not affect interpretation. "Including" means "including without limitation." "Business day" means a day other than Saturday, Sunday, or a public holiday in Delaware.

17.10 Counterparts. Any sponsorship agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures.

18. Contact Information

For questions about these Sponsor Terms or to discuss sponsorship opportunities, please contact:

dinnerHQ, LLC
Sponsorship Inquiries
Email: [email protected]
Website: https://www.dinnerhq.com

For legal notices or formal communications regarding sponsorship agreements, please use the contact information specified in your executed sponsorship agreement.

By entering into a sponsorship agreement with dinnerHQ, you acknowledge that you have read, understood, and agree to be bound by these Sponsor Terms and Conditions.