Sponsor / Advertiser Terms

Scope

These Sponsor Terms govern the relationship between Delta Sports Institute LLC ("Eyes Down") and any business or organization ("Sponsor") submitting a campaign, offer, or advertisement ("Campaign") for display to attendees through the Eyes Down platform.

Campaign Submission and Approval

• Sponsor submits Campaign details (offer type, creative, target event, budget, redemption terms) through the sponsor request form.
• All Campaigns are subject to review and approval by the applicable venue and/or Eyes Down prior to going live. Approval may be withheld at Eyes Down's or the venue's sole discretion.
• Eyes Down and/or the venue may remove or suspend a live Campaign that violates these Terms, applicable law, or venue policy, without liability to Sponsor for Campaigns removed for cause.

Content Standards

• Campaign content must be accurate, must not be false or misleading, and must comply with applicable advertising law (including FTC endorsement/disclosure guidance where relevant).
• Sponsor represents it has all rights necessary to the creative, offers, and any trademarks used in its Campaign.

Data Provided to Sponsors

Where an attendee affirmatively opts in to Sponsor's specific offer, Sponsor may receive that attendee's individually identifiable information (e.g., name, email, phone number, and details of the offer or Campaign the attendee engaged with) as reasonably necessary to fulfill the offer. Sponsor agrees to: (a) use this information solely for the purpose the attendee opted into; (b) not sell, rent, or further disclose the information to any third party; (c) not use the information for any additional marketing or purpose without the attendee's separate, affirmative consent; and (d) maintain reasonable administrative, technical, and physical safeguards for any attendee data it receives. Absent an attendee's opt-in, Sponsor receives only aggregate, de-identified performance data (impressions, participation counts, redemption counts).

Term and Termination

Sponsor Terms remain in effect for the duration of an active Campaign and may be terminated by either party per 30 days written notice. Eyes Down may terminate immediately for Sponsor's breach of content standards, applicable law, or Sponsor's misuse of attendee data received under these Terms.

Indemnification

Sponsor agrees to defend, indemnify, and hold harmless Eyes Down, Delta Sports Institute LLC, its affiliates, owners, officers, directors, employees, contractors, venue partners, service providers, and agents from and against any and all claims, demands, actions, losses, liabilities, damages, penalties, fines, settlements, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to: (a) Sponsor's Campaign, advertisement, offer, creative materials, trademarks, logos, promotions, rewards, prizes, coupons, or other content submitted to or displayed through the Eyes Down platform; (b) any allegation that Sponsor's content infringes, misappropriates, or violates any intellectual property, publicity, privacy, advertising, consumer-protection, or other rights of any third party; (c) Sponsor's failure to comply with applicable laws, rules, regulations, venue policies, platform rules, sweepstakes or promotion requirements, or these Sponsor Terms; (d) Sponsor's fulfillment, non-fulfillment, substitution, delivery, quality, safety, availability, redemption, or tax treatment of any Sponsor-funded reward, prize, coupon, offer, product, or service; (e) Sponsor's collection, receipt, use, storage, disclosure, sale, transfer, security, or other processing of attendee, parent/guardian, winner, or participant information received through the Eyes Down platform or in connection with any Campaign; (f) Sponsor's direct communications, marketing, follow-up, or outreach to any attendee or participant; or (g) Sponsor's gross negligence, willful misconduct, fraud, misrepresentation, or breach of these Sponsor Terms. Eyes Down may require Sponsor to assume the defense of any covered claim with counsel reasonably acceptable to Eyes Down, provided that Sponsor may not settle any claim in a manner that admits fault by Eyes Down, imposes non-monetary obligations on Eyes Down, affects Eyes Down's rights, or requires any public statement by Eyes Down without Eyes Down's prior written consent. Eyes Down reserves the right to participate in the defense of any claim with counsel of its own choosing at its own expense, except where Sponsor's conflict of interest or failure to defend reasonably requires Eyes Down to assume or supplement the defense, in which case Sponsor will be responsible for the resulting reasonable costs and fees.

Limitation of Liability

To the fullest extent permitted by applicable law, Eyes Down, Delta Sports Institute LLC, its affiliates, owners, officers, directors, employees, contractors, venue partners, service providers, and agents will not be liable to Sponsor for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of data, campaign underperformance, lost advertising value, lost sponsorship value, unsuccessful redemptions, unclaimed rewards, unavailable prizes, app errors, platform downtime, venue connectivity issues, delayed approvals, suspended Campaigns, or interruption of Sponsor's marketing or promotional activities, whether based in contract, tort, negligence, strict liability, statute, or any other legal theory, even if advised of the possibility of such damages. Eyes Down does not guarantee any minimum number of impressions, scans, check-ins, views, opt-ins, conversions, redemptions, sales, leads, customers, winner responses, return on investment, or business outcome from any Campaign, unless expressly stated in a separate written agreement signed by Eyes Down. Sponsor acknowledges that Campaign performance may be affected by event attendance, venue operations, user behavior, device performance, internet connectivity, sponsor creative, offer attractiveness, staff validation, and other factors outside Eyes Down's control. Except for liability that cannot be limited by law, Eyes Down's total aggregate liability to Sponsor for any claim arising out of or relating to these Sponsor Terms, any Campaign, the Eyes Down platform, attendee data, sponsor offers, rewards, prizes, approvals, suspensions, removals, or related services will not exceed the amounts actually paid by Sponsor to Eyes Down for the specific Campaign giving rise to the claim during the three (3) months immediately preceding the event or occurrence giving rise to the claim. Nothing in this section limits liability for gross negligence, willful misconduct, fraud, intentional wrongdoing, or any other liability that cannot legally be limited or excluded. This limitation of liability is intended as placeholder language for legal review and will survive expiration or termination of the Sponsor relationship, Campaign, or these Sponsor Terms.