Sponsorship Terms & Conditions

2. Definitions

• Sponsorship Agreement: The formal contract outlining specific deliverables, compensation, and timelines for a particular campaign, event, or project.
• Deliverables: All branded assets, mentions, placements, ticket allocations, and promotional activities promised to the Sponsor.
• Brand Assets: Logos, trademarks, slogans, fonts, color palettes, and approved marketing materials provided by the Sponsor.
• Event/Project: Any film, live concert, festival, digital series, gaming launch, or promotional campaign produced or managed by StarWave.
• Campaign Period: The agreed timeframe during which sponsorship benefits are active and reported.

3. Eligibility & Compliance

Eligible Sponsors must:

1. Be legally registered entities or individuals with full legal capacity to enter binding contracts.
2. Comply with all applicable federal, state, and local laws, including advertising standards, industry regulations, and tax obligations.
3. Not be engaged in illegal activities, hate speech promotion, or distribution of harmful content.
4. Provide accurate W-9/W-8BEN or equivalent tax documentation prior to invoice processing.

StarWave reserves the right to reject any sponsorship application at its sole discretion without obligation to provide justification.

4. Financial Terms & Payment

4.1 Invoicing & Schedule

Unless otherwise stated in the Sponsorship Agreement, payment terms are as follows:

• 50% due upon signing the Agreement (activation fee)
• 25% due 14 days prior to Event/Project launch or mid-campaign milestone
• 25% due within 7 days post-completion of all Deliverables

4.2 Late Payments

Overdue balances incur a late fee of 1.5% per month (18% APR) or the maximum allowed by law, whichever is lower. StarWave may suspend Deliverables if payment exceeds 15 days past due.

4.3 Taxes & Fees

All amounts are exclusive of applicable sales, VAT, or entertainment taxes, which remain the Sponsor's responsibility. StarWave will issue 1099-K or equivalent tax forms as required by law.

5. Sponsorship Benefits & Deliverables

Benefits vary by tier (Platinum, Gold, Silver, Title Sponsor, etc.) and are strictly defined in the executed Agreement. Standard inclusions may encompass:

• Logo placement on digital platforms, stage backdrops, printed materials, and broadcast graphics
• Verbal mentions, host shoutouts, or dedicated social media posts
• Ticket allocations, VIP lounge access, or backstage passes
• Data sharing & post-campaign performance reports (aggregated, anonymized)

Limitation: StarWave makes reasonable commercial efforts to fulfill Deliverables but does not guarantee exact reach, engagement metrics, or attendance figures due to external variables.

6. Branding & Intellectual Property

6.1 Ownership

The Sponsor retains all ownership rights to their trademarks, logos, and submitted materials. StarWave retains ownership of all underlying project IP, production footage, event recordings, and creative frameworks.

6.2 License Grant

Upon execution, Sponsor grants StarWave a limited, non-exclusive, royalty-free license to reproduce, display, and distribute Brand Assets solely for the purpose of fulfilling the Sponsorship Agreement. This license terminates upon completion or cancellation of the Campaign Period.

6.3 Usage Guidelines

Sponsor must provide high-resolution, print-ready assets along with strict brand guidelines. StarWave will adhere to these guidelines but may adjust placement for aesthetic, technical, or regulatory compliance reasons.

7. Content Approval & Creative Control

StarWave maintains final creative and editorial control over all Events/Projects. However, we offer a reasonable review window for Sponsor-specific branded content:

• Sponsor may request to review materials featuring their brand within 5 business days of submission.
• Feedback must be specific, objective, and comply with the Brand Guidelines provided.
• StarWave will accommodate reasonable requests unless they conflict with production schedules, artistic integrity, or legal standards.

Approval is not guaranteed. Failure to respond within the review window constitutes deemed acceptance.

8. Term, Renewal & Termination

8.1 Term

This Agreement remains in effect for the Campaign Period specified, plus 30 days for post-event reporting and settlement.

8.2 Renewal

Renewals require mutual written agreement at least 60 days prior to expiration. Pricing may be adjusted based on market rates, scope changes, or inflationary factors.

8.3 Termination

Either party may terminate for:

• Material breach remaining uncured for 15 days after written notice
• Insolvency, bankruptcy, or cessation of business operations
• Force Majeure events preventing fulfillment

Kill Fee: If Sponsor terminates without cause after Deliverables have begun, a pro-rated fee (typically 50–75% of total contract value) applies to cover sunk costs and committed resources.

9. Liability & Indemnification

9.1 Limitation of Liability

StarWave's aggregate liability under this Agreement shall not exceed the total sponsorship fees actually paid by Sponsor. Neither party shall be liable for indirect, incidental, consequential, or punitive damages, including lost profits or reputational harm.

9.2 Indemnification

Sponsor agrees to indemnify, defend, and hold harmless StarWave, its affiliates, employees, and contractors from any claims, losses, or damages arising from:

• Sponsor's breach of these Terms or the Agreement
• Trademark infringement or misrepresentation in Brand Assets
• Illegal, defamatory, or harmful content submitted by Sponsor

10. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information, financial terms, unannounced project details, and internal metrics shared during the partnership. This obligation survives termination for a period of two (2) years, except where disclosure is required by law or court order.

11. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any disputes arising shall first undergo good-faith mediation in Los Angeles, CA. If unresolved within 30 days, disputes shall be settled by binding arbitration under AAA Commercial Rules. The prevailing party may recover reasonable legal fees.

12. Contact & Execution

For sponsorship inquiries, contract execution, or legal clarifications, please contact our Partnerships & Legal Department:

By proceeding with a sponsorship application, signing the Sponsorship Agreement, or making a payment, you acknowledge that you have read, understood, and agree to be legally bound by these Terms & Conditions.