Sponsorship Terms and Conditions

These Sponsorship Terms and Conditions are entered into by and between Log Cabin Republicans of Los Angeles, a non-profit organization organized under the laws of California (the “Organization”), and the person or entity that selects a sponsorship tier, submits a sponsorship form, makes a sponsorship payment, issues a purchase order, or otherwise confirms sponsorship through the Organization’s website, online payment portal, invoice, order form, or other written confirmation (the “Sponsor”). The Organization and the Sponsor may be referred to individually as a “Party” and collectively as the “Parties.”

These Terms and Conditions govern Sponsor’s sponsorship of Log Cabin Republicans of Los Angeles Sponsorship Program conducted by or on behalf of the Organization (the “Sponsored Activity”). These Terms and Conditions are available at https://logcabinlosangeles.com/terms and may be incorporated by reference in the Organization’s website, online sponsorship form, online payment portal, invoice, order form, or other sponsorship confirmation.

1. Sponsorship Opportunity

The Organization is a non-profit organization that may engage in public policy, civic engagement, advocacy, education, or other activities relating to political, governmental, or public affairs issues. Sponsor wishes to provide financial or in-kind support for the Sponsored Activity, subject to these Terms and Conditions.

Sponsor acknowledges that sponsorship does not create any right to direct, control, or influence the Organization’s governance, policy positions, advocacy strategy, communications, endorsements, candidate-related activity, lobbying activity, or other political or public affairs activity. The Organization retains sole discretion over the planning, content, execution, messaging, and administration of the Sponsored Activity.

2. Sponsorship Tiers

Sponsor shall participate at the sponsorship tier selected through the Organization’s website, online payment portal, online sponsorship form, invoice, order form, purchase order, email, sponsorship materials, or other communication issued or accepted by the Organization. The sponsorship tiers, contribution amounts, deadlines, availability, recognition opportunities, registrations or passes, logo or name placement, promotional benefits, and any other sponsorship benefits are those advertised, displayed, or otherwise communicated by the Organization for the applicable Sponsored Activity at the time Sponsor selects or confirms its sponsorship.

The Organization may offer sponsorship tiers under names such as Gold, Silver, Bronze, or such other tier names as the Organization may identify from time to time. The inclusion of any tier name in these Terms and Conditions does not require the Organization to offer that tier for every Sponsored Activity, and the sponsorship benefits associated with a tier may vary by Sponsored Activity, communication channel, date of purchase, availability, or other terms stated by the Organization.

If sponsorship terms are presented on the Organization’s website, in an online payment portal, in an email, in sponsorship materials, on an invoice, in an order form, or in another Organization communication, those variable sponsorship terms are incorporated into these Terms and Conditions by reference for Sponsor’s selected sponsorship. The Organization’s records, including website, payment portal, invoice, order form, email, and payment processor records, may be used to confirm the sponsorship tier, contribution amount, and benefits applicable to Sponsor.

The Organization may modify the sponsorship benefits, format, timing, location, platform, agenda, speakers, tier availability, or other details of the Sponsored Activity in its reasonable discretion, provided that the Organization will use commercially reasonable efforts to provide substantially comparable sponsorship recognition where practicable.

3. Sponsorship Contribution and Payment

Sponsor shall pay the sponsorship contribution for the selected tier in the amount and by the deadline specified by the Organization through the Organization’s online payment portal, invoice process, or other payment method designated by the Organization. Unless otherwise stated in writing, all sponsorship contributions are due at the time of online checkout or within seven (7) calendar days after invoice issuance and, in any event, before the Sponsored Activity.

Payments shall be made by credit card, ACH, wire, or check to the website payment portal, account, address, or payment processor designated by the Organization. Sponsor is responsible for any taxes, bank fees, transfer fees, payment processor charges, or other payment processing charges associated with its payment, unless prohibited by applicable law.

Sponsorship benefits are contingent on timely receipt of the full sponsorship contribution and Sponsor’s compliance with these Terms and Conditions. The Organization may withhold sponsorship recognition, access, or other benefits until payment has been received and cleared. The Organization’s records, including website, payment portal, invoice, and payment processor records, may be used to confirm Sponsor’s selected sponsorship tier, payment status, acceptance of these Terms and Conditions, and other transaction details.

4. In-Kind Sponsorships

If the Organization accepts goods, services, facilities, media, technology, professional support, or other non-cash support from Sponsor as an in-kind sponsorship, the Parties shall describe the in-kind contribution in writing, including the nature, value, timing, and delivery requirements of the contribution.

Sponsor represents that any in-kind contribution will be provided lawfully, professionally, and in accordance with applicable standards. The Organization may reject, return, discontinue, or decline to use any in-kind contribution that it determines, in its sole discretion, is unsuitable, inconsistent with its mission, legally sensitive, reputationally harmful, or otherwise inappropriate.

5. Use of Names, Logos, and Marks

Each Party retains all right, title, and interest in its respective names, logos, trademarks, trade names, service marks, and other brand identifiers. Sponsor grants the Organization a limited, non-exclusive, non-transferable, royalty-free license to use Sponsor’s name and logo solely to identify Sponsor as a sponsor of the Sponsored Activity and to provide the sponsorship benefits described in these Terms and Conditions.

The Organization grants Sponsor a limited, non-exclusive, non-transferable, royalty-free license to use the Organization’s name and approved logo solely to identify Sponsor’s sponsorship of the Sponsored Activity, subject to the Organization’s prior written approval of each use. Sponsor shall not use the Organization’s name, logo, or other brand identifiers in any manner that suggests endorsement, certification, partnership, agency, political alignment beyond the sponsorship itself, or approval of Sponsor’s products, services, policies, political positions, candidates, committees, campaigns, or public statements.

Either Party may revoke permission to use its name or logo if the use is inaccurate, misleading, unlawful, reputationally harmful, inconsistent with these Terms and Conditions, or not approved where approval is required.

6. Publicity and Communications

Sponsor shall not issue any press release, public announcement, social media post, advertisement, fundraising solicitation, political communication, or other public statement referring to the Organization, the Sponsored Activity, or the sponsorship without the Organization’s prior written approval, except for a factual statement that Sponsor is sponsoring the Sponsored Activity in a form approved by the Organization.

The Organization may identify Sponsor as a sponsor in its own materials, website, event signage, programs, reports, donor or sponsor listings, and communications relating to the Sponsored Activity. The Organization is not required to endorse, promote, or recommend Sponsor or Sponsor’s products, services, activities, candidates, committees, or political positions.

7. Political, Campaign Finance, Lobbying, and Ethics Compliance

Sponsor represents, warrants, and covenants that its sponsorship contribution and participation in the Sponsored Activity comply with all applicable laws, rules, and regulations, including those relating to campaign finance, lobbying, gifts, pay-to-play restrictions, procurement integrity, public ethics, anti-corruption, sanctions, tax, non-profit, political activity, foreign influence, and disclosure obligations.

Sponsor shall not make any sponsorship contribution using funds that are prohibited, restricted, or otherwise unlawful for the Sponsored Activity. Sponsor shall not provide funds or in-kind support with the purpose or effect of making a contribution to, coordinating with, or supporting any candidate, political committee, political party, ballot measure committee, officeholder, government official, or regulated political actor unless expressly permitted by applicable law and expressly approved in writing by the Organization.

Sponsor acknowledges that the Organization may be required, or may determine it is appropriate, to disclose Sponsor’s identity, sponsorship amount, in-kind contribution value, or related information to governmental authorities, regulators, auditors, donors, the public, or other stakeholders. Sponsor agrees to provide information reasonably requested by the Organization to evaluate compliance with applicable legal, regulatory, tax, reporting, or internal policy requirements.

8. No Endorsement or Political Commitment

This sponsorship does not constitute, and must not be represented as, an endorsement by either Party of the other’s views, products, services, policies, or political activities.

Sponsor shall not state or imply that the Organization supports, endorses, opposes, or is affiliated with any candidate, officeholder, political party, political committee, campaign, ballot measure, government action, legislation, regulation, or public policy position of Sponsor, except to the extent expressly stated by the Organization in its own authorized communications.

Sponsorship does not guarantee Sponsor access to government officials, candidates, officeholders, policymakers, speakers, attendees, donors, members, volunteers, staff, or other stakeholders, and the Organization is under no obligation to provide such access.

9. Independence and Control

The Organization retains full editorial, operational, governance, programmatic, and strategic control over the Sponsored Activity. Sponsor shall not control or direct the Organization’s activities, personnel, speakers, invitees, agenda, policy positions, advocacy work, research, publications, content, messaging, lobbying activity, campaign-related activity, or allocation of funds.

The Organization may decline sponsor-proposed content, speakers, materials, branding, statements, or activities for any reason, including legal, ethical, mission-related, reputational, editorial, or operational concerns.

10. Sponsor Materials

Sponsor shall submit any logos, advertisements, statements, handouts, digital assets, videos, presentations, booth materials, or other sponsor-provided materials by the deadline and in the format specified by the Organization.

The Organization may reject, edit, remove, or discontinue the display or distribution of Sponsor materials that it determines are inaccurate, misleading, unlawful, defamatory, discriminatory, offensive, politically sensitive, inconsistent with the Organization’s mission, inconsistent with applicable non-profit restrictions, or otherwise inappropriate. Sponsor is solely responsible for ensuring that Sponsor materials comply with applicable law and do not infringe, misappropriate, or violate the rights of any third party.

11. Attendance and Participation

If the sponsorship includes admission, registration, exhibit space, speaking participation, networking access, or other participation rights, such rights are limited to the number and type specified for the selected sponsorship tier or otherwise confirmed in writing by the Organization.

All Sponsor personnel, representatives, invitees, contractors, and guests shall comply with the Organization’s policies, venue rules, codes of conduct, security requirements, confidentiality requirements, health and safety protocols, and applicable law. The Organization may deny admission to, remove, or restrict participation by any person whose conduct is disruptive, unsafe, unlawful, harassing, discriminatory, reputationally harmful, or inconsistent with the purposes of the Sponsored Activity.

12. Data Privacy and Contact Information

Each Party shall comply with applicable data privacy, data protection, cybersecurity, and communications laws in connection with the sponsorship. Sponsor shall not collect, use, sell, share, disclose, or otherwise process personal information obtained through the Sponsored Activity except as expressly authorized by the Organization and permitted by applicable law.

If the Organization provides Sponsor with any attendee, donor, member, volunteer, or stakeholder information, such information shall be used only for the specific purpose authorized in writing by the Organization. Sponsor shall not use such information for campaign activity, political advertising, lobbying, fundraising, solicitation, profiling, targeted advertising, or unrelated marketing unless expressly authorized in writing and legally permitted.

Sponsor shall maintain reasonable administrative, technical, and physical safeguards to protect any personal information received in connection with the sponsorship and shall promptly notify the Organization of any unauthorized access, use, disclosure, loss, or compromise involving such information.

These Terms and Conditions are also governed by the Organization’s Privacy Policy: https://logcabinlosangeles.com/privacy-policy.

13. Confidentiality

Each Party may receive non-public information from the other Party in connection with the sponsorship. The receiving Party shall use such confidential information only for purposes of performing under these Terms and Conditions and shall protect it using reasonable care.

Confidential information does not include information that is publicly available without breach of these Terms and Conditions, independently developed without use of the disclosing Party’s confidential information, lawfully received from a third party without restriction, or required to be disclosed by law, regulation, subpoena, court order, or governmental authority. If disclosure is legally required, the receiving Party shall, to the extent legally permitted, provide prompt notice and reasonably cooperate with efforts to limit or protect the disclosure.

14. Tax Treatment

The Organization makes no representation regarding the tax treatment of any sponsorship contribution. Sponsor is responsible for obtaining its own tax, accounting, and legal advice regarding the deductibility, reporting, valuation, or treatment of any cash or in-kind sponsorship contribution.

If applicable, the Organization may provide a receipt or acknowledgment describing the contribution and any goods or services provided in exchange, but Sponsor acknowledges that the Organization’s acknowledgment shall not constitute tax advice.

15. Cancellation, Postponement, or Format Changes

The Organization may cancel, postpone, reschedule, relocate, or change the format of the Sponsored Activity, including converting an in-person activity to a virtual or hybrid format, due to circumstances including operational needs, low registration, venue issues, speaker availability, security concerns, public health concerns, force majeure events, legal restrictions, or other reasons.

If the Sponsored Activity is postponed, rescheduled, relocated, or converted to a different format, the Organization will use commercially reasonable efforts to provide substantially comparable sponsorship recognition. Unless otherwise stated in writing, Sponsor shall not be entitled to a refund solely because of a change in date, location, format, agenda, speaker lineup, attendance level, or audience composition.

If the Organization cancels the Sponsored Activity and does not provide substantially comparable sponsorship recognition, the Organization may, in its discretion, offer a credit toward a future sponsorship, provide alternative recognition, or refund the portion of the sponsorship contribution not already committed or expended.

16. Sponsor Cancellation

Sponsor may cancel its sponsorship only by written notice to the Organization. Unless otherwise agreed in writing, sponsorship contributions are non-refundable after acceptance by the Organization, because the Organization may commit resources, reserve benefits, incur expenses, or forego other sponsorship opportunities in reliance on Sponsor’s commitment.

If Sponsor cancels or fails to provide required materials by applicable deadlines, the Organization may omit Sponsor from printed, digital, or other materials without liability.

17. Termination

The Organization may terminate the sponsorship immediately upon written notice if Sponsor breaches these Terms and Conditions, fails to pay amounts when due, provides inaccurate or incomplete compliance information, engages in conduct that may harm the Organization’s reputation or mission, becomes subject to legal or regulatory concern, or if the Organization determines that continued association with Sponsor may create legal, ethical, political, tax, regulatory, security, or reputational risk.

Upon termination, Sponsor shall cease using the Organization’s name, logo, and other brand identifiers. The Organization may remove Sponsor recognition from future materials and may retain sponsorship amounts to the extent permitted by law and reasonably necessary to cover committed costs, provided benefits, or other losses resulting from the termination.

18. Representations and Warranties

Each Party represents that it has the authority to enter into these Terms and Conditions and perform its obligations. Sponsor further represents and warrants that its sponsorship contribution and participation do not violate any applicable law, contract, internal policy, governmental restriction, sanctions requirement, campaign finance rule, lobbying rule, gift rule, ethics rule, pay-to-play restriction, or other legal obligation applicable to Sponsor.

Sponsor represents that it is not making the sponsorship contribution on behalf of any undisclosed principal, foreign principal, political committee, candidate, campaign, government official, government entity, sanctioned person, prohibited source, or other person or entity whose involvement would require disclosure or approval or would make the sponsorship unlawful or improper.

19. Indemnification

Sponsor shall indemnify, defend, and hold harmless the Organization and its officers, directors, employees, agents, contractors, volunteers, representatives, and affiliates from and against any claims, demands, losses, damages, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Sponsor’s breach of these Terms and Conditions, Sponsor’s materials, Sponsor’s participation in the Sponsored Activity, Sponsor’s violation of law, Sponsor’s infringement or misuse of third-party rights, or the acts or omissions of Sponsor or its personnel, representatives, invitees, contractors, or guests.

20. Limitation of Liability

To the maximum extent permitted by law, the Organization shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or lost-profit damages arising out of or relating to the sponsorship, whether based in contract, tort, statute, or any other legal theory, even if advised of the possibility of such damages.

The Organization’s aggregate liability arising out of or relating to the sponsorship shall not exceed the sponsorship contribution actually paid by Sponsor to the Organization for the Sponsored Activity.

21. Force Majeure

The Organization shall not be liable for delay, nonperformance, cancellation, postponement, relocation, or format changes caused by events beyond its reasonable control, including acts of God, natural disasters, public health emergencies, war, terrorism, civil unrest, labor disputes, cyber incidents, utility failures, venue unavailability, governmental actions, legal restrictions, transportation disruptions, security threats, speaker unavailability, or other events that make performance impracticable, unsafe, unlawful, or inconsistent with the Organization’s mission or obligations.

22. Relationship of the Parties

The Parties are independent contractors. Nothing in these Terms and Conditions creates a partnership, joint venture, agency, fiduciary relationship, employment relationship, political committee, affiliated committee, coordination arrangement, or other legal relationship between the Parties beyond the sponsorship described herein.

Neither Party has authority to bind the other Party or make commitments on the other Party’s behalf.

23. Compliance Review and Refusal Rights

The Organization may conduct due diligence or compliance review regarding Sponsor, Sponsor’s source of funds, Sponsor’s ownership or control, Sponsor’s public positions, Sponsor’s regulatory status, Sponsor’s litigation or enforcement history, or any other matter relevant to legal, ethical, political, tax, regulatory, security, or reputational risk.

The Organization may refuse, suspend, or terminate any sponsorship in its sole discretion if it determines that accepting or continuing the sponsorship may be inconsistent with applicable law, the Organization’s policies, donor or grant restrictions, non-profit requirements, political activity restrictions, public trust, or the Organization’s mission and values.

24. Governing Law

This Agreement shall be governed and construed under the applicable laws of the State of California. The parties hereto agree that any claim, including claims alleging breach of this warranty, or arising out of or related to the product covered by this warranty, shall be resolved finally through binding arbitration before a neutral, mutually-selected arbitrator, and conducted in the County of Los Angeles, pursuant to the procedural rules of either the American Arbitration Association or JAMS/Endispute. The prevailing party in any such dispute shall be entitled to an award of fees and costs, including attorneys’ fees, as well as all other available forms of relief or damages.

25. Notices

All notices under these Terms and Conditions shall be in writing by email to the email addresses designated by the Parties. Notices shall be effective when sent if no bounce-back or delivery failure message is received.

26. Entire Agreement; Order of Precedence

These Terms and Conditions, together with any online sponsorship form, payment portal confirmation, invoice, order form, purchase order, written confirmation, linked terms notice, or addendum accepted by the Organization, constitute the entire agreement between the Parties regarding the sponsorship and supersede all prior or contemporaneous discussions, proposals, understandings, or agreements regarding the sponsorship.

If there is a conflict between these Terms and Conditions and an online sponsorship form, payment portal confirmation, invoice, order form, purchase order, written confirmation, linked terms notice, or addendum, these Terms and Conditions shall control unless the other document expressly states that it amends a specific provision of these Terms and Conditions.

27. Amendments and Waivers

These Terms and Conditions may be amended only by a written agreement signed or otherwise accepted by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing. A waiver of one breach shall not constitute a waiver of any other or subsequent breach.

28. Assignment

Sponsor shall not assign or transfer its sponsorship or any rights or obligations under these Terms and Conditions without the Organization’s prior written consent. Any attempted assignment without required consent is void. The Organization may assign these Terms and Conditions in connection with a merger, restructuring, reorganization, or transfer of the Sponsored Activity or substantially all relevant assets, provided that the assignee assumes the Organization’s obligations.

29. Severability

If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties’ original intent as closely as possible.

30. Online Acceptance; Incorporation by Reference

Sponsor agrees to be bound by these Terms and Conditions by selecting a sponsorship tier, checking a box or clicking a button indicating acceptance, submitting a sponsorship form, submitting payment through the Organization’s website or online payment portal, issuing a purchase order, confirming sponsorship in writing, accepting sponsorship benefits, or otherwise participating as a sponsor after being provided access to these Terms and Conditions by link or other written notice.

If these Terms and Conditions are referenced by link, Sponsor acknowledges that the linked terms are incorporated by reference into Sponsor’s sponsorship transaction. The version of these Terms and Conditions in effect at the time Sponsor submits its sponsorship form, completes checkout, makes payment, issues a purchase order, or otherwise confirms sponsorship shall govern the sponsorship unless the Parties expressly agree otherwise in writing.

No handwritten, electronic, or digital signature is required for these Terms and Conditions to be binding if Sponsor accepts them through the Organization’s website, online payment portal, sponsorship form, invoice, order form, purchase order process, email confirmation, or other method described in this section. The Parties may also execute a separate sponsorship agreement, order form, or addendum, in which case these Terms and Conditions are incorporated into that document unless expressly superseded.