This Sponsor Agreement (The “Agreement”) is entered into and made effective as of the date set forth below (“Effective Date”), “), by and between OmegaJam Services LLC, a Wyoming Limited Liability Corporation (“OmegaJam,” “we” or “us”), and the participant in the OmegaJam Sponsor Program (the “Sponsor”, “Contest Sponsor”, or “You”).  OmegaJam and the Contest Sponsor are individually and collectively referred to herein as “Party” and “Parties.”  

WHEREAS, OmegaJam owns and operates the OmegaJam website and all associated Facebook and mobile applications (the “Platform”).  

WHEREAS, through the Platform, OmegaJam offers a variety of free-to-enter and charity-based contests and sweepstakes.

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

1. INTRODUCTION. Through the Platform, OmegaJam offers a variety of free-to-enter and charity-based contests of skill and sweepstakes.  Also, OmegaJam offers a program (hereafter referred to as the “Sponsor Program”) that enables approved Sponsors with the ability to offer their own branded contests and sweepstakes that feature their own prizes and/or provide prizes for contests and sweepstakes offered by other parties on the Platform.  Once you agree to provide one or more prizes for any OmegaJam contest and agree to the terms and conditions of this Agreement, you will officially be considered an OmegaJam Sponsor.  This Sponsor Agreement (the “Agreement”) and all supplemental terms, as amended from time to time, govern a Contest Sponsor’s participation in the Sponsor This Agreement explains the parties’ obligations to each other in relation to the Program.
2. ENROLLMENT AND PARTICIPATION IN THE SPONSOR PROGRAM. To initiate the enrollment process, you must submit an application, which can be found on the OmegaJam Platform. We will evaluate your application and notify you of your acceptance or rejection shortly thereafter.  We may reject your application if, at our sole discretion, we determine that you are unsuitable for the Sponsor  You should also note that if we accept your application and thereafter, we determine at our sole discretion that your activities are unsuitable, we may terminate this Agreement. 
3. OMEGAJAM MARKETING NETWORK: Once you have been accepted to the Sponsor Program, you will become a member of the OmegaJam Marketing Network (the “OJMN”). The OJMN includes us, our Partners, Partner Celebrity-Influencers, Target Charities, Sponsors, Affiliates, Members/Users, and other third-parties authorized by us to market the Platform and its contests and sweepstakes.
4. GRANT OF LICENSE: Once you have been accepted to the Sponsor Program, we will integrate your content (“Sponsor Content” as defined below) into the Platform and use your Sponsor Content to promote you and your contests. This includes a semi-customizable hub and a listing in the OmegaJam directory.  You hereby agree to grant to OmegaJam, a limited, nonexclusive, nontransferable, royalty-free license to use your Sponsor Content in connection with the Platform and Program, including the distribution or display of your Sponsor Content by members of the OJMN via email, website, social media and other forms of communication or advertising, including radio and traditional print advertising (non-digital).  Said license shall remain in effect until one-year after the termination of this Agreement.
   • Sponsor Content: Sponsor Content includes, your name, biographical information, voice, likeness and photograph, graphic images, videos, Marks and Proprietary Rights during the Term. “Marks” includes any of the logos, trade names, trademarks, trade dress and other product identifiers.  “Proprietary Right” means any copyright, trademark right (including, without limitation, any applications for federal trademark registration) or other intellectual property right that is protected or protectable (whether or not a filing with any government office is made) under the laws of the United States of America, any state of the United States of America, or any foreign country. 
   • Cooperation. You agree to provide all Sponsor Content requested by OmegaJam for the Platform and Program and you give OmegaJam permission to use, download or link to your publicly displayed or accessible Sponsor Content (i.e., your logo, graphic images, videos on services such as YouTube, etc.).  All utilized Sponsor Content will be subject to your approval where such approval will not be reasonably denied or delayed.  If, at our sole discretion, such approval is not denied, but unreasonably delayed such that it will affect our operations, it will be presumed that approval has been granted.
   • Ownership of Prize Sponsor Content. OmegaJam respects your ownership of your Sponsor If you owned specific Sponsor Content before providing it to OmegaJam, you will continue owning it after providing it to us, subject to any rights granted in this Agreement and any access granted to others.  We also respect the intellectual property rights of others. You must have the legal right to upload Sponsor Content to the Program. You may not upload or post any Sponsor Content that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload Sponsor Content that violates the law, this Agreement and/or any third party’s right of privacy or right of publicity. You may upload only Sponsor Content that you are permitted to upload by the owner or by law. We may, without prior notice to you and in our sole judgment, remove Sponsor Content that may infringe the intellectual property or other rights of a third party. If you are a repeat infringer of ours or a third party’s intellectual property or other rights, we may terminate this Agreement without notice to you.
   • Removal of Contest Sponsor Content. We may refuse or remove your Sponsor Content without notice to you. However, we have no obligation to monitor Sponsor We may not pre-screen all Sponsor Content and may not endorse or approve any Contest Sponsor Content that you and other Sponsors may contribute to the Program. You are solely responsible for your Sponsor Content and may be held liable for Sponsor Content that you post or upload.  The decision to remove Sponsor Content or other Content at any time is in our sole and final discretion. To the maximum extent permitted by applicable law, we do not assume any responsibility or liability for Sponsor Content or for removal of, Sponsor Content or any failure to or delay in removing Sponsor Content or other Content.
5. CONTESTS OR SWEEPSTAKES WHERE YOU ARE A SPONSOR. There are two types of contests and sweepstakes where you will be considered a Sponsor; (1) contests and sweepstakes that are considered to be your contests or sweepstakes on the Platform where you are the hosting the contest or sweepstakes and providing all of the prizes; and (2) contests or sweepstakes that are not your contests or sweepstakes on the Platform, but where you are providing at least one of the prizes being offered.
   • YOUR CONTESTS AND SWEEPSTAKES. We will work with you to slate one or more contests or sweepstakes to be offered through the Platform for your benefit.  Slating includes, but is not limited to, the contest or sweepstake’s proposed format and underlying sport or activity, the date and time when the it will be posted on the Platform, when it will be open for entry, when it will start (the entry deadline) and when it will end.   
     • Parameters. For each contest or sweepstakes we offer on your behalf, you will be required to select various parameters, including the underlying sport or sporting event, the format, and the date it will be slated on the platform and open for entries, the prizes you wish to offer and, if required, the VIPs (celebrities, influencers, etc.) who will participate in your contest or sweepstakes. 
     • Submission of Parameters. After you have selected your contest’s parameters we will review your prospective contest for approval.  Once approved, your contest will be slated. 
     • Prizes. We will then create a prize entry in our system for each prize you intend to provide that will include the title of the prize, a description of the prize and a graphic image or representation of the prize.  You hereby agree to provide us with any and all of these requirements, including prize imagery, such that we can create the prize in our system. 
     • Marketing on the Platform by Us: We will create a semi-customizable hub for your contest or sweepstakes that provides prospective entrants all relevant information, including, but not limited to (1) your content, and imagery, which includes static images, videos, etc. (2) the particular format (i.e., Top-X, Play-X, Reverse Bracket, Beat the Celebrity, etc.) and the underlying sport or activity to be employed (i.e., NFL, NBA, PGA TOUR, etc.), (3) the entry deadline, (4) the details, and (5) the prizes.  To help market your contest or sweepstakes, we will place placards in key locations such as the lobby, your hub and the hubs of all other sponsors, and any VIP participating.  We may also broadcast your contest to our members and followers via email and social media and enable the OJMN to advertise your contest. 
   • PRIZES YOU ARE PROVIDING FOR OTHER CONTESTS. In some cases, you may agree to provide prizes for contests or sweepstakes other than your own.  In this situation, we will create a prize entry in our system for each prize you intend to provide that will include the title of the prize, a description of the prize and a graphic image or representation of the prize.  You hereby agree to provide us with any and all of these requirements such that we can create the prize in our system.  Once your prize is created in the system, it will be displayed in association with the contest it has been designated for and you will be notated as a Sponsor of that contest.   We will market the contests that you are providing prizes for through the Platform by displaying them in your Hub, in the general contest lobby and potentially in other high-visibility locations on the Platform.  Again, after the conclusion of a contest you sponsor, we will provide you with the necessary information to contact and fulfill the prizes you’ve agreed to provide directly to their associated winners.
6. PROMOTION BY YOU. You will be responsible for participating in the marketing efforts to promote all contests and sweepstakes where you are a Sponsor.  To facilitate this, we will provide you with certain marketing collateral and web links that, when clicked, link directly with either your contest’s hub, your hub or the hub of the contest or sweepstakes.  For your own contests and sweepstakes and when you provide prizes for the contests and sweepstakes of others, we will provide you with certain collateral (i.e., weblinks, images, text, etc.).  You hereby agree to promote the contests and sweepstakes you’ve agreed to sponsor by sending the collateral we provide you in emails to your customers, awards members, or other email lists you might have and prominently posting such collateral on your social media pages.  However, it will be up to your discretion to promote the contests and sweepstakes you have agreed to sponsor further through other forms of advertising.  If you choose to do so, you hereby agree to use collateral that we approve in advance.
   • Data from Entrants. After the conclusion of a contest a sweepstakes you sponsor, we will provide you with the necessary information to contact and fulfill the prizes you’ve agreed to provide directly to their associated winners according to the terms below.
7. PRIZE FULFILLMENT. You agree to fulfill and deliver all prizes that you’ve agreed to provide to their respective winners within thirty (30) days of receiving the necessary information of prize winners from us.  Furthermore, you agree to the following.
   • Notification of Failure to Redeem or Deliver Prizes. If you discover you are or will be unable to fulfill a contest or sweepstake’s prizes within thirty (30) days, you agree to promptly notify us in writing as soon as practicable so that we can inform the winning contestants and/or attempt to mitigate any damages that may result.
   • Mitigation. If we, in our sole discretion, after a reasonable amount of time, believe that you will not be able to or will be unwilling to fulfill and deliver the prizes you’ve agreed to provide for a given contest, then we will attempt to find suitable replacement prizes for contest winners.  If this situation occurs, we will attempt to replace the prizes you agreed to provide with those of similar cost or value.  However, it may be impossible or impracticable for us to do so and the cost or value of any such replacement prizes may exceed the cost or value of the prizes you agreed to provide.  You hereby agree to reimburse us for the full costs we incur in procuring the replacement prizes.  Furthermore, you hereby agree to defend, indemnify, release and hold harmless us, our employees, officers and directors, our Partners (VIPs and other Sponsors), affiliates, Third-Party Service Providers, licensors, and their respective affiliates, their respective officers, directors, employees and agents, and their respective successors and assigns, from and against any and all liabilities, damages (including punitive damages), losses, claims, demands, judgments, costs, and expenses (including the cost of defense thereof and attorney fees) whether in contract, strict liability or tort that result from your failure to fulfill and deliver prizes you agreed to provide for any and all contests on the Platform.  This indemnification and hold harmless obligation will survive this Agreement.
8. TERM, TERMINATION & SURVIVABILITY. The term of this Agreement shall be for one (1) year commencing on the Effective Date.  Thereafter, this Agreement shall automatically renew in one-month increments.  Either Party may terminate this Agreement without cause by giving the other Party advance written notice. 
9. INTELLECTUAL PROPERTY. Except as otherwise set forth herein, including Sponsor Content, all right, title and interest in and to all registered and unregistered trademarks, service marks and logos; patents, patent applications, and patentable ideas, inventions, and/or improvements; trade secrets, proprietary information, and know-how; all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software, scripts, graphics, photos, sounds, videos, interactive features and the like; and all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with our Program identified herein (“OmegaJam Intellectual Property Rights”) are owned by us or our licensors, and you agree to make no claim of interest in or ownership of any such OmegaJam Intellectual Property Rights. You acknowledge that no title to the OmegaJam Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in our or our licensors’ Program, other than the rights expressly granted in this Agreement. 
10. MISCELLANEOUS PROVISIONS.
    • Notices. All communications required hereunder shall be in writing and shall be deemed to have been validly served, given or delivered (i) three (3) business days after deposit of same in the United States mail, designated as registered or certified mail, return receipt requested, bearing adequate postage, or (ii) on the date of delivery to such Party if delivered by email to the email address of record of the parties, or when delivered by hand or by overnight or other similar courier and addressed to the Party to be notified at the address for such Party as provided in this Agreement, or to such other address as each Party may designate for itself by like notice.  Note that this does not include general communications related to your participation in the Program, but communications related to terms of this Agreement. 
    • Assignment and Successors. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective subsidiaries, successors, assigns, legal representatives, and all corporations controlling them or controlled by them.  This Agreement shall not be assigned or otherwise transferred by either Party in whole or in part without the express written consent of the other Party, which consent will not be unreasonably withheld.
    • Severability. The Parties incorporate the recitals as if set forth fully herein.  In the event that any provision of this Agreement will be held invalid, illegal or unenforceable under applicable law, the remainder of this Agreement will remain valid and enforceable, unless such invalidity, illegality or unenforceability substantially diminishes the rights and obligations, taken as a whole, of any Party. 
    • Waiver. Any terms, covenants or obligations of either Party may be waived at any time in writing executed by the Party for whose benefit such terms exist.  The failure to enforce any provision of this Agreement will not constitute a waiver of any term hereof.  No waiver in any one or more instances will be deemed to be a further or continuing waiver of any other condition or any breach of any other terms, covenants or representations.
    • Governing Law / Forum. The terms and obligations of this Agreement shall be interpreted and enforced in accordance with the laws of the United States and the State of Indiana, without regard to conflict of law principles.  The Parties agree to submit to the personal jurisdiction of the appropriate Federal or Indiana State Court in Marion County, Indiana and each waives any objection to such jurisdiction, including forum non conveniens.
    • Strict Performance. The failure of either Party to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.  Neither the course of conduct between Parties nor trade practice shall act to modify any provision of this Agreement.
    • Force Majeure. A Party shall not be deemed in default hereunder, nor be held responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; pandemic or health emergency, act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier or Third-Party Service Provider failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over it, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond a Party’s reasonable control.
    • Entire Agreement. This Agreement sets forth the entire agreement, and supersedes any and all prior or contemporaneous agreements between the Parties with respect to the subject matter hereof, and is the complete and exclusive expression of the Parties’ agreement on the matters contained herein.  All prior or contemporaneous negotiations and agreements between the Parties on any matter contained in this Agreement, whether written or oral, are expressly merged into and superseded by this Agreement.  No amendment or modification of any provision of this Agreement will be valid unless set forth in a written instrument signed by both Parties.
    • Electronic Documents. We may, in our sole discretion, seek your consent to the terms and conditions of this Agreement and certain other agreements on the Platform by means of an electronic signature by requesting you to affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. you acknowledge and agree that you will carefully review any document or web page before making such an electronic signature.