Sponsorship Terms and Conditions

SPONSORSHIP TERMS AND CONDITIONS

LAST UPDATED: May 20, 2025

1. Sponsorship. Organizer hereby engages TD to be a sponsor of the sponsored activity as set forth on the Cover Page (the “Sponsored Activity”), and TD hereby accepts such engagement. Organizer shall provide TD with the sponsorship benefits set forth on the Cover Page (“Sponsorship Benefits”) in accordance with all requirements and specifications set forth in the Agreement. TD shall have the right, but not the obligation, to utilize the Sponsorship Benefits in TD’s sole discretion. TD’s decision not to utilize any Sponsorship Benefit shall not constitute a breach of this Agreement nor affect any other rights or entitlements hereunder. 

2. Sponsored Activity. 

2.1. General. Organizer shall (a) organize, produce, promote, and manage the Sponsored Activity, (b) comply with, and if applicable, obtain all licenses, permits, venue rights, and approvals required in connection with the Sponsored Activity, (c​) not engage in any deceptive, misleading, illegal, or unethical practices in advertising or marketing the Sponsored Activity or in connection with its performance under this Agreement, and (d) not make any representations, warranties, or guarantees concerning TD or its products or services. 

2.2. Changes. Organizer shall notify TD immediately in writing of any material changes to the Sponsored Activity, including any cancellations, changes in timing, location, content, purpose, or target audience. In response to these changes (but without limiting TD’s other rights or remedies in this Agreement), TD may choose, in its sole discretion, to continue to sponsor the Sponsored Activity as changed or terminate the Agreement pursuant to Section 4.2. 

3. Compensation.

3.1. Fees. The fee will be stated on the Cover Page (“Sponsorship Fee”). TD shall not have any payment obligation (or if applicable, shall be entitled to a refund) to the extent that the Sponsorship Benefits do not meet the requirements or specifications contemplated by the Agreement or TD’s expectations. Except for the Sponsorship Fee and any applicable Transaction Taxes (defined below), TD shall have no other payment obligations in connection with the subject matter of this Agreement. 

3.2. Payment. Unless otherwise stated on the Cover Page, (a) the Sponsorship Fee shall be invoiced and paid in US Dollars, (b) Organizer may invoice TD for the Sponsorship Fee in full following mutual execution of this Agreement, and (c​) TD will pay an undisputed invoice no later than 30 days after TD receives such valid invoice. 

3.3. Invoicing Process. Organizer must submit invoices electronically through TD’s Coupa Portal or as a PDF via email to AP@​thetradedesk.​com (or successor email address), and the invoice must include, at a minimum, the following: (a) invoice number and invoice date, (b) accurate purchase order number, if applicable, (c​) TD’s complete and accurate bill-to address, (d) Organizer’s complete and accurate legal name, address, tax registration number(s), and any other tax documentation requested by TD, (e) name and email address for Organizer’s point of contact at TD, (f) description of sponsorship and corresponding fees, (g) if applicable, itemized sales, use, service, value-added, and other similar taxes (“Transaction Taxes”), and (h) total invoice amount. Each invoice must reference only one purchase order. 

3.4. Taxes. Fees and other amounts due under this Agreement are exclusive of Transaction Taxes. Organizer may charge applicable Transaction Taxes if they are separately stated on the original valid invoice, and if they are not covered by a valid exemption certificate or equivalent document provided by TD. TD may withhold any present or future tax, assessment, or other governmental charge required by law. Each party will timely provide the other party with customary tax documentation reasonably requested by the other party. 

4. Term & Termination. 

4.1. Term. The term of this Agreement begins on the Effective Date and expires upon TD’s receipt of all Sponsorship Benefits hereunder (“Term”), unless earlier terminated in accordance with the Agreement.

4.2. Termination. 

A. Mutual. A party may terminate the Agreement for cause immediately upon written notice to the other party if the other party (i) materially breaches the Agreement, and such breach: (a) is incapable of cure, or (b) being capable of cure, remains uncured 10 days after the non-breaching party provides written notice to the breaching party thereof, or (ii) becomes the subject of a proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or otherwise goes out of business or ceases its operations. 

B. TD. TD may terminate the Agreement for cause immediately upon written notice to Organizer: (i) if, in TD’s reasonable discretion, TD believes that the value of the sponsorship association for TD is or is likely to become materially diminished, or such association may cause TD harm to its reputation, or (ii) if there is a change in the Sponsored Activity that TD does not agree with, including a cancellation, change in timing, location, content, purpose, or target audience. TD may terminate this Agreement for convenience immediately by providing Organizer with 15 days’ prior written notice. 

4.3. Effect of Expiration or Termination. Any sections of this Agreement that are intended to, by their nature, survive termination or expiration of this Agreement, shall survive. Termination or expiration of this Agreement terminates all licenses that TD granted under the Agreement. Upon expiration or termination, Organizer shall (a) at TD’s request, promptly return to TD or destroy all TD Confidential Information in Organizer’s possession or control, and (b) if the Agreement is terminated for any reason except termination by Organizer for cause, Organizer shall promptly refund TD for all amounts paid by TD under this Agreement. Upon termination, TD is hereby relieved of any further payment obligations to Organizer. 

5. Intellectual Property.

5.1. Organizer Materials. Organizer hereby grants TD and its affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license (with the right to sublicense) to reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use any materials or content that are developed by or on behalf of Organizer in connection with the Sponsored Activity (“Organizer Materials”) for the purpose of (a) advertising and promoting TD’s (i) association with the Organizer and the Sponsored Activity, and (ii) status as a sponsor of the Sponsored Activity, and (b) TD exercising its Sponsorship Benefits. 

5.2. Organizer Marks. Organizer hereby grants TD and its affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license (with the right to sublicense) to use the name, logos, and trademarks of the Organizer and the Sponsored Activity (collectively, “Organizer Marks”) for the purpose of (a) identifying and promoting TD’s (i) association with the Organizer and the Sponsored Activity, and (ii) status as a sponsor of the Sponsored Activity, and (b) TD exercising its Sponsorship Benefits.

5.3. TD Materials. If TD permits Organizer to use any TD content or materials under this Agreement (“TD Materials”), then subject to Organizer’s continuing compliance with the Agreement, TD hereby grants Organizer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, fully-paid, worldwide license during the Term to use those TD Materials only in the manner and format expressly approved by TD in writing and solely to the extent needed for Organizer to provide the Sponsorship Benefits to TD. Organizer shall not make any changes to the TD Materials without TD’s prior written consent, and shall comply with any instructions provided by TD with respect to the TD Materials. Without limiting any of TD’s rights under the Agreement, TD has the right to select and approve the placement and positioning of all TD Materials (including advertisements and promotional materials) and TD Marks within Organizer’s programming.

5.4. TD Marks. If TD consents to any use of its name, logos or trademarks (collectively, “TD Marks”), then subject to Organizer’s continuing compliance with the Agreement, TD hereby grants Organizer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, fully-paid, worldwide license during the Term to use the TD Marks only in the manner and format expressly approved by TD in writing and solely to the extent needed for Organizer to provide the Sponsorship Benefits to TD. Organizer shall adhere to TD’s brand guidelines and any other directions provided by TD. All goodwill arising from Organizer’s use of TD Marks will inure to the benefit of TD, and Organizer will not acquire any ownership rights in TD Marks. 

5.5. Footage. TD may, or may engage a third party to, record or otherwise take footage (including, audio, photo, video, and audio-video footage) at the Sponsored Activity. TD may use and distribute such footage for TD’s business purposes. Organizer will not record or publish any videos or other footage of TD (including TD’s executives or other employees) from the Sponsored Activity without TD’s prior written consent.

5.6. Third Party Rights. Without limiting any other Organizer obligations in this Agreement, before the Sponsored Activity takes place, Organizer shall obtain all third-party licenses, rights, waivers, and consents necessary for TD to fully exploit its rights and licenses under this Agreement, including any rights of publicity and privacy from Sponsored Activity attendees. Organizer will provide evidence of the foregoing to TD upon TD’s request. 

5.7. Assistance and Limitations. If requested by TD, Organizer will timely perform all acts reasonably necessary to accomplish the rights and licenses in the Agreement. Except for the license rights expressly granted under this section, neither party will own or acquire any right to the other party’s intellectual property under the Agreement. 

6. Personal Information. 

6.1. Notice and Consent. Organizer will comply with all applicable laws in connection with its processing of any personal information relating to event attendees, including by providing all notices, obtaining all consents, and honoring all opt-out requests required by applicable privacy or data protection laws for TD to lawfully receive such information and to have legally sufficient consent to use such information to send marketing or advertisements to event attendees. Without limiting the foregoing, Organizer: (a) will ensure that each person to whom any such personal information relates has directed the Organizer to intentionally disclose such personal information to TD, and (b) will provide notice to event attendees of TD’s then current privacy policy (currently available at www​.thetrad​edesk​.com/​u​s​/​w​e​b​s​i​t​e​-​p​r​i​v​a​c​y​-​p​olicy). Each party is an independent controller of any personal information shared by Organizer with TD and will individually determine the purposes and means of its processing of such information. 

6.2. CCPA Requirements. Without limiting any obligations herein, to the extent any disclosure of personal information by Organizer to TD is deemed a “sale” or “share” of personal information subject to the California Consumer Protection Act of 2018, as amended, (“CCPA”), TD will:

A. Process such personal information only for its marketing and advertising purposes or to analyze or improve its products and services;

B. Comply with applicable obligations under CCPA in connection with its role as a third-party recipient of such personal information, including by providing the same level of privacy protection as is required of businesses under the CCPA;

C. Permit Organizer, upon reasonable request, to take reasonable and appropriate steps to ensure that TD uses such personal information in a manner consistent with Organizer’s obligations under the CCPA solely by requiring TD to attest that it treats such personal information in accordance with applicable CCPA requirements;

D. Permit Organizer, upon reasonable request, to take reasonable and appropriate steps to stop and remediate unauthorized use of such personal information made available to TD solely by obtaining information from TD regarding its efforts to remediate, requiring TD to cooperate in good faith to address remediation, and, if necessary to avoid further violations, discontinuing any further disclosure; and

E. If TD makes a determination that it can no longer meet its obligations under the CCPA, notify Organizer after it makes such determination.

6.3. Data Transfers. If Organizer transfers any personal information that is subject to the data protection laws of a country in the European Economic Area, United Kingdom or Switzerland to a TD entity in a jurisdiction other than the jurisdiction the personal data was collected, then such transfer will be compliant with a transfer mechanism compliant with applicable privacy law, such as, the Data Privacy Framework or the unmodified Standard Contractual Clauses. If Organizer fails to obtain consent, TD will not be in breach of this section if it uses such information consistent with the terms of this Agreement.

7. Confidential Information. 

7.1. Definition. “Confidential Information” means the following information disclosed by TD (“Discloser”) to the Organizer (“Recipient”): (a) any information stored in tangible form that is marked “confidential” or “proprietary”, (b) any information Discloser orally designates as “confidential” when disclosed, and (c​) any other information Recipient should reasonably consider by its nature or content to be confidential or proprietary, whether marked “confidential” or “proprietary,” including the terms of the Agreement, business and marketing plans, technology and technical information, customer and vendor lists, customer information, and business plans and processes. Confidential Information shall not include information that (i) is or becomes generally available to the public through no act or omission by the Recipient, (ii) was already in Recipient’s possession without restriction before receipt from Discloser, (iii) is rightfully disclosed to Recipient by a third party without restriction, or (iv) Recipient independently developed without use of or reference to Discloser’s Confidential Information. 

7.2. Obligations. Recipient shall (a) use at least the same degree of care to protect Discloser’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (b) not use Discloser’s Confidential Information for any purpose outside the scope of the Agreement, (c​) only disclose Discloser’s Confidential Information to its employees, and only (i) as necessary to perform its obligations under this Agreement, and (ii) if each such employee has executed a written nondisclosure agreement at least as protective of Discloser’s Confidential Information as the terms of this Agreement, (d) not make copies of Discloser’s Confidential Information unless authorized by Discloser, and Recipient shall reproduce all confidentiality and proprietary notices on all copies in the same manner as the original, and (e) promptly notify Discloser of any actual or suspected misuse, misappropriation, or unauthorized disclosure of Discloser’s Confidential Information. If the Recipient is compelled by law to disclose Discloser’s Confidential Information, Recipient shall provide reasonable written notice to Discloser before disclosure, unless prohibited by law, and disclose only that portion legally required. 

8. Representations and Warranties.

8.1. Each party represents and warrants that: (a) it has full power and authority to enter into and fulfill its obligations under the Agreement, (b) its compliance with the Agreement will not breach any obligations it has to any third party, and (c​) the execution of this Agreement by its representative whose signature is set forth on the Cover Page has been duly authorized by all necessary corporate action of the party. 

8.2. Organizer represents and warrants that it: (a) has the capacity, accreditation, and authority to undertake the Sponsored Activity, and (b) has all licenses, rights, waivers, and consents (including with respect to rights of privacy and publicity) necessary to grant the rights and licenses in this Agreement and for TD to fully exploit those rights and licenses as contemplated by this Agreement. 

9. DISCLAIMER. ALL CONTENT AND INFORMATION PROVIDED BY OR ON BEHALF OF TD UNDER THIS AGREEMENT (INCLUDING ANY TD MATERIALS OR TD MARKS) IS PROVIDED “AS-IS”. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TD DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, OR COVENANTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.

10. Indemnification. Organizer shall indemnify TD and TD’s affiliates, and each of their officers, directors, employees, and agents (collectively, “TD Indemnitees”) against all amounts awarded in, paid in settlement of, or incurred in the defense of (including reasonable out-of-pocket expenses) any judicial, administrative, or arbitration action, suit, claim, investigation or proceeding brought by a third party against any TD Indemnitees that arises out of any of the following (each, a “Nonparty Claim”): (a) Organizer’s breach of this Agreement, (b) Organizer’s violation of any applicable laws or regulations, (c​) Organizer’s negligence, willful misconduct, or fraud, (d) TD’s exercise of its rights (including Sponsorship Benefits) or licenses as contemplated herein, (e) any allegation that the deliverables provided by or on behalf of Organizer (including Organizer Materials, Organizer Marks, or event attendee data), or TD’s use thereof as contemplated by this Agreement, infringe or misappropriate any third party’s rights, including intellectual property rights or rights of publicity or privacy, and (f) the Sponsored Activity. 

11. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) TD WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, LOSS OF BUSINESS, LOSS OF GOODWILL, LOST PROFITS, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), WHETHER OR NOT SUCH DAMAGES ARE FORSEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND (B) TD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT WILL NOT EXCEED THE SPONSORSHIP FEE.

12. Governing Law & Venue. 

12.1. The Trade Desk, Inc. If TD is The Trade Desk, Inc., then the following applies: 

The Agreement is governed by the laws of the State of California, excluding its conflicts of laws principles. Any action arising under or related to the Agreement will be resolved in the state or federal courts (and the parties hereby consent to personal jurisdiction therein) in the County of Los Angeles, CA. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees.

12.2. Other TD Entity. If TD is a legal entity other than the Trade Desk, Inc., then the following applies: 

This Agreement is governed by the laws of England, excluding its conflicts of laws principles. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any action arising under or related to this Agreement will be resolved in the courts (and the parties hereby consent to personal jurisdiction) in London, England. The prevailing party is entitled to recover all reasonable fees, costs and expenses of enforcing its rights, including reasonable attorneys’ fees. 

13. Notices. For notice under the Agreement to be valid, such notice must be in writing, in English, and delivered by email to the other party’s email address set forth below. Notice will be deemed to have been received when sent, unless the sender receives a machine-generated message that delivery has failed. If the sender receives a machine-generated message that delivery has failed, for that notice to be valid, the sender shall deliver a tangible copy of the notice with end-to-end tracking and all fees prepaid to the mailing address(es) of the other party stated in the Agreement. Notice to TD will be valid when sent by email to Legal@​thetradedesk.​com. Notice to Organizer will be valid when sent by email to the Organizer primary contact set forth on the Cover Page or to Organizer’s CEO, CFO, or President.

14. General.

14.1. Compliance with Laws. Organizer shall comply with all applicable international, federal, state, local laws and ordinances now or hereafter enacted, including anti-bribery and anti-corruption laws and regulations. These include the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, the principles of the OECD Convention on Combating Bribery of Foreign Public Officials, and any corresponding laws in the country where business takes place, which prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Organizer shall not do, or fail to do, any act that would cause TD to breach any anti-bribery or anti-corruption laws and regulations. Organizer shall not accept, and shall promptly report to TD, any request for any undue financial or other advantage received by Organizer in connection with the Agreement.

14.2. Insurance. Organizer shall maintain, at its sole cost and expense, insurance, as required by applicable law or as is common practice in connection with the subject matter of this Agreement, whichever affords greater coverage. Upon TD’s written request, Organizer shall provide TD certificates of insurance or evidence of coverage, and shall grant any TD Indemnitees status as additional insured under relevant Organizer insurance policies. 

14.3. Waiver and Severability. No waiver under this Agreement will be effective unless it is in writing and signed by the party granting the waiver (or by a court of competent jurisdiction). A waiver granted on one occasion will not operate as a waiver on other occasions. If any provision of this Agreement is held to be illegal or unenforceable, the parties agree that the adjudicator shall modify or reform the provision to provide the greatest protection to TD available under applicable law. However, if a provision cannot be reformed or modified, then that provision will be excluded from this Agreement, and the balance of the Agreement will be interpreted as if the provision was so limited or excluded and will be enforceable in accordance with its terms.

14.4. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party has the authority to act on behalf of, bind, incur any liability, or make any representation on behalf of the other party.

14.5. Assignment. Organizer may not assign, transfer, or delegate any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the prior written consent of TD. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void.

14.6. Interpretation. The words “include,” “includes” and “including” shall not limit the generality of the relevant statement, and shall be deemed to be followed by the words “without limitation.” Any capitalized terms used but not defined in these Sponsorship Terms and Conditions will have the meaning set forth on the Cover Page.

14.7. Entire Agreement. This Agreement constitutes the entire understanding of the parties regarding its subject matter and supersedes all prior agreements, whether written or oral, between the parties regarding its subject matter. For the avoidance of doubt, this Agreement is separate from, and does not supersede, any services agreement between Organizer and TD regarding the use of TD’s platform and services (if any). This Agreement may only be modified by a subsequent written agreement executed by authorized representatives of both parties. In the event of any conflict between the Cover Page and these Sponsorship Terms and Conditions, these Sponsorship Terms and Conditions shall control.