SPONSOR AGREEMENT
This platform Sponsor Agreement (the “Agreement”) is made and entered into by and between (a) PREIshare, LLC, a Utah limited liability company and any of its affiliates, as applicable, (collectively referred to herein as “PREIshare”) and (b) (the “Sponsor” or “platform Sponsor”). PREIshare and the Sponsor may be referred to herein as the “parties” and each may be referred to as a “party.”
1. PURPOSE
The parties are entering into this Agreement to describe their relative rights and obligations granted to a platform Sponsor. Sponsor acknowledges reviewing this Agreement in full together with all terms and conditions and other agreements incorporated herein by reference and agrees to be bound by the terms hereof and thereof.
2. TERM
Once disclosure is accepted by PREIshare, Sponsor shall not be required to re-apply through the standard application process and re-pay the application fee until the earliest to occur of (a) twelve (12) months from the date hereof; and (b) upon the occurrence of a Material Event (in any event, the “Term”). A “Material Event” shall be deemed to have occurred upon one of the following:
Any breach by Sponsor of this Agreement;
Any change of ownership;
Any material changes to the information set forth in the Sponsor disclosure;
In the event that the Sponsor breaches its agreements with its investors; or
Upon the occurrence of a material adverse event to the Sponsor’s business, owners and/or affiliates.
Upon the occurrence of any Material Event, Sponsor shall provide written notice to PREIshare within ten (10) business days of the occurrence of such event with sufficient detail describing the material facts related thereto. Failure to provide notice shall be deemed a material breach and PREIshare may terminate this Agreement and will have no obligation to process an additional application.
At the end of the Term, PREIshare may remove platform Sponsor’s name from its Site and Sponsor shall no longer reference itself as a “platform Sponsor.” Sponsor may seek to be renewed as an “platform Sponsor” through the then applicable platform Sponsor Disclosure process at the end of the Term. All Program Benefits (See Section 4) shall automatically terminate at the end of the Term and/or upon the occurrence of a Material Event.
3. Platform Fee
The Sponsor shall pre-pay a $950.00 non-refundable flat fee for PREIshare to review Sponsor disclosure and create Sponsor profile. If accepted, Sponsor shall be deemed a “platform Sponsor” and be entitled to the Program Benefits described in Section 4 during the Term.
4. PROGRAM BENEFITS
Upon being accepted as an platform Sponsor, during the Term of this Agreement, Sponsor shall receive the following benefits when delivered by PREIshare in the manner agreed upon by PREIshare:
Listing on our platform Sponsor web page.
Listing on our Sponsors page on Listing Hub
Participation on PREIshare’s “Fundication Show” in a full-length interview generally filmed at PREIshare’s custom-built studio in Salt Lake City, Utah. Subject to compliance with the terms of the PREIshare Personal Appearance Agreement attached hereto as Appendix I and incorporated herein by this reference thereto.
The Fundication Show promotional asset media package to use as promotional content.
For additional fees (email [email protected] for current pricing and terms), access to list properties / interests / projects on PREIshare’s Listing Hub and have PREIshare help with marketing those offerings to accredited investors.
5. TERMS & CONDITIONS
Sponsorship Material Changes. The platform Sponsor agrees to notify PREIshare of any material changes to its Sponsorship Application, including, without limitation, any securities violations and or legal issues within 10 calendar days at [email protected]. Upon notification, PREIshare shall have the right to withhold platform funding.
Agreement Breach. In the event of any breach of this Agreement, violation of law or reasonable circumstances determined by PREIshare, PREIshare may remove the platform Sponsor from the Site and cancel the “platform” status.
Listing Hub. Potential investment listings on the PREIshare Listing Hub website (the “Site”) are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Sellers (including platform Sponsors) and purchasers of any interests listed on the Site on the Listing Hub or otherwise (“Sellers” and “Purchasers”, as applicable) acknowledge that they are responsible for their own due diligence, compliance with securities laws, funding obligations, legal compliance and closing the sale and purchase separate and apart from the Site. Each Seller listing an interest, security, equity interest or other right (and all such other similar interests, collectively “Interest”) on the Site, the Listing Hub or otherwise (including as an platform Sponsor selling (or authorizing the transfer of) an Interest, represent and warrant to the potential Purchasers and to PREIshare that:
Interest Sale. The sale of such Interest is in compliance with all applicable laws;
No Consents. No consents, which haven’t already been obtained, are required to close the sale of any such Interests;
No Warranty. No representation or warranty or other statement made by Seller in connection with the sale of any Interests or other contemplated transactions contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in the sale transaction documents, in light of the circumstances in which they were made, not misleading;
Accredited Investors / Due Diligence. Purchasers and Sellers are responsible for determining that the party(ies) they are doing business with qualify as “Accredited Investors” and shall not sell any Interests to a party that is not an Accredited Investor; or would not be legally able to participate in the transaction
Independent Parties. All parties acknowledge that PREIshare and each Purchaser/Seller are independent parties, not a partnership, joint-venture, agency relationship or other partnership in any manner;
HOLD HARMLESS. Each Purchaser and Seller acknowledge and agree that:
PREIshare shall not participate in the negotiation, funding, due diligence, legal compliance or any other matter in connection with the purchase and/or sale of any Interest listed on the Site (or otherwise connected to the Site).Each Seller acknowledges that it has received the consent of the applicable parties (and complied with all applicable transfer restrictions) prior to the close of the sale of any Interest. All parties waive any claims, indemnifications, or other liability against PREIshare related to any purchase and/or sales related to any purchase and/or sales of any Interests or related transactions. All parties acknowledge that PREIshare shall, at all times, act solely in a passive capacity with respect to the purchase and/or sale of any Interests listed on the Site and shall not be responsible or liable for any investment decisions or recommendations with respect to the purchase or disposition of any such Interests. All parties acknowledge that PREIshare shall not be responsible for questioning, investigating, analyzing, monitoring, or otherwise evaluating any of Interests and shall not be responsible for determining if the transactions are closed in compliance under applicable law.
No Recommendations Or Endorsement:
PREIshare has reviewed the platform Sponsor’s disclosure and platform it to be listed as an “platform Sponsor.” Such designation does not imply that PREIshare recommends any offerings by platform Sponsor or otherwise endorses platform Sponsor, only that PREIshare reviewed the materials and representations set forth in platform Sponsor’s application. platform Sponsor shall not represent to any party that PREIshare has done more than platform its application to be designated an “platform Sponsor.”
Additional Agreements:
Seller. For purposes of this Agreement, any Interests offered by a member, partner, or other equity holder of platform Sponsor shall be deemed to be offered and sold by the owner of said interest. PREIshare does not act as a seller of securities and only acts in the realm of marketing.
Limited Liquidity Amendments. Prior to listing any Interests on the Listing Hub or offering them through PREIshare, the Platform Sponsor agrees to amend relevant governing documents (such as LLC Agreements, LP Agreements, Articles, etc.) to replace any "no liquidity" clauses with provisions allowing limited liquidity. Such amendments must comply with applicable laws and require the Platform Sponsor's approval of any incoming investor. Additionally, the Platform Sponsor shall provide an opinion of counsel confirming that each amendment has been duly authorized, validly executed, and that no further consents or authorizations are necessary to facilitate the transfer of Interests to a new accredited investor.
Co-Promotion Agreement. Platform Sponsor agrees to share, collaborate on, and actively promote content created jointly with PREIshare, including, without limitation, their appearance on "THE FUNDICATION SHOW," as well as any additional media or marketing materials mutually developed by the parties. Platform Sponsor shall support these co-promotional efforts through their available communication channels and platforms.
The Fundication Show.
In the event that the platform Sponsor participates in “The Fundication Show” or provides any other material (video, pictures, audio, or otherwise), such participation and contributions shall be subject to the PREIshare Personal Appearance Agreement attached hereto as Appendix I and incorporated herein by this reference thereto.
platform Sponsor shall not make any solicitations on The Fundication Show or otherwise that would be considered in violation of applicable securities laws. No solicitations of any nature not permitted under applicable securities laws (such as those permitted under Reg. D, 506(c)) shall be made in any manner. Solicitations for Reg. D 506(b) offerings are strictly prohibited.
platform Sponsor represents that it can bind each individual acting on its behalf to the Personal Appearance Agreement or such platform Sponsor shall have any such parties sign a separate Personal Appearance Agreement in the form attached hereto as Appendix I.
Dual promotion. Sponsors agree to promote their episode on The Fundication Show to their audience via social media, email lists, and any other marketing avenues.
6. INDEMNIFICATION
Each Purchaser and Seller (which includes an platform Sponsor) shall indemnify, defend and hold PREIshare and its affiliates and their respective officers, directors, agents and employees (each a “PREIshare Indemnified Party” or, collectively, “PREIshare Indemnified Parties”) harmless against any investigation, claim, action, or proceeding (including a regulatory inquiry, whether formal or informal or any arbitration or court action) (“Action”) brought by a Purchaser/Seller, court, regulator or self-regulatory organization asserting jurisdiction over the PREIshare Indemnified Party or by any other party against any PREIshare Indemnified Party if such Action relates to the such Purchaser/Seller purchase, sale or offering of any Interest, the marketing and advertising thereof, or that results from any action, inaction, omission, misstatement or statement of such Purchaser/Seller or any person acting in connection with such Purchaser/Seller arising out of or based upon such Purchaser/Seller breach of the Agreements, representations or obligations set forth herein (including any violation of law). Further, such Purchaser/Seller shall indemnify and defend the PREIshare Indemnified Parties against all expenses, fees (including reasonable attorney’s fees and other legal expenses), losses, claims, damages, demands, liabilities, judgments (including fines and settlements), costs of investigation or responding to inquiries or otherwise (“Losses”) incurred by or levied or brought against the PREIshare Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Agreement as such Losses arise. Promptly after receipt by a PREIshare Indemnified Party of notice of any claim or the commencement of any Action with respect to which a PREIshare Indemnified Party is entitled to indemnity hereunder, PREIshare will notify the applicable Purchaser/Seller in writing of such claim or of the commencement of such Action, and the Purchaser/Seller, if requested by the PREIshare Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the PREIshare Indemnified Party and will pay the fees and expenses of such counsel, provided that any failure to promptly notify Purchaser/Seller shall not affect the indemnification right of a PREIshare Indemnified Party except to the extent that the Purchaser/Seller is materially prejudiced by such failure. Notwithstanding the preceding sentence, the PREIshare Indemnified Party will be entitled to employ counsel separate from counsel for the Purchaser/Seller and from any other party in such action if counsel for the PREIshare Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such an event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Purchaser/Seller, in addition to local counsel. If the PREIshare Indemnified Party elects the Purchaser/Seller to assume the defense of such Action, Purchaser/Seller will have the exclusive right to settle the claim or proceeding, provided that Purchaser/Seller will not settle any such claim or Action without the prior written consent of the PREIshare Indemnified Party, which consent shall not be unreasonably withheld. If the PREIshare Indemnified Party assumes the defense (with payment of any related costs and expenses by Purchaser/Seller), the PREIshare Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the PREIshare Indemnified Party will not settle any claim or Action without the prior written consent of the Purchaser/Seller, which consent shall not be unreasonably withheld.
The platform Sponsor has additionally reviewed and platform the Terms of Use of the Site and PREIshare’s Privacy Policy.
7. GOVERNING LAW; ARBITRATION
It is hereby agreed that this Agreement shall be governed by the laws of the State of Utah without regard to principles of conflicts of laws and that all disputes arising hereunder shall be subject to the jurisdiction and venue of the state and federal courts situated in Salt Lake County, Utah, and each party waives any defense or claim that the same is an inconvenient forum and it agrees to submit to the jurisdiction of such courts. Unless otherwise agreed in writing by User and PREIshare, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If parties are unable to select an arbitrator, then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against PREIshare only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
8. LIMITATION OF LIABILITY; WARRANTY DISCLAIMER
IN NO EVENT SHALL PREIshare, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE- HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. FURTHERMORE, THE “WARRANTY DISCLAIMER” PROVISIONS OF THE SITE’S TERMS OF USE ARE INCORPORATED HEREIN BY THIS REFERENCE THERETO AND APPLICABLE TO ALL SERVICES PROVIDED BY PREISHARE.
9. MISCELLANEOUS
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns. The Sponsor may not assign this Agreement. This Agreement may only be amended by a writing signed by all of the parties hereto. The terms set forth in this Agreement and agreements referenced herein are all of the terms and provisions of the parties’ agreement as to the subject matter hereof and this Agreement supersedes and replaces all prior agreements, understandings, negotiations, discussions and the like. The failure to enforce any provision or remedy contained herein shall not be construed as a waiver of the provision or remedy and shall not preclude any party from later exercising his or its rights hereunder. This Agreement may be executed in one or more counterparts, all of which when taken together shall constitute one and the same agreement. In the event of any litigation arising out of or relating to this Agreement, the prevailing party(ies) in such litigation shall be entitled to recover its attorneys’ fees and costs from the non-prevailing party(ies). Each party agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions and purposes of this Agreement.
Appendix I
Personal Appearance Release
This Personal Appearance Agreement (the “Agreement”) is made effective as of the date of the platform Sponsor Agreement to which this is attached (the “Effective Date”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the platform Sponsor (on its behalf and on behalf of each individual representing such platform Sponsor, collectively, the “Grantor”) hereby grants to PREIshare, LLC, with an address at 382 W 6110 S Salt Lake City, UT 84107 (the “Company”) and its successors, licensees, assignees and such other parties as the Company may designate, the following rights for use in connection with any audiovisual work created by the Company from the appearance by the Grantor (in person or by electronic means) in any video, audio, podcast, image, panel, interview, show (including, without limitation, the Fundication Show) or any other form recorded/captured by the Company of Grantor (the “Work”):
For good and valuable consideration, Grantor hereby irrevocably grants to Company the right to record, photograph, visually identify or otherwise use, reproduce and edit in as many versions as desired Grantor’s voice, performance, appearance, likeness, photograph, name and/or biography (collectively, Grantor’s “Appearance”) on film, video and/or audio tape, still photography and/or otherwise (collectively, the “Recording”), to own the Recording exclusively as a work-for-hire for copyright purposes (such Recording having been specially ordered or commissioned by Company for use as part of the Work), to incorporate the Appearance and/or the Recording into the Work, and to exhibit, distribute, transmit and/or otherwise exploit the Appearance and/or the Recording, edited or altered in as many versions a Company may see fit, in connection with the Work and in any related or derivative versions and/or uses of the Work (including, without limitation, any serialization(s), translation(s) and/or adaptation(s) thereof), in any and all media now or hereafter known or devised and by any and all means now or hereafter known or devised, and in advertising, marketing, promotion and/or publicity in connection therewith.
The rights granted herein (the “Rights”) are granted forever and throughout the universe. No compensation other than the Release Fee specified herein, if any, will be payable to Grantor at any time in connection therewith. In any event, Grantor acknowledges that the opportunity to work with Company is a good and valuable consideration. Grantor will have no right of consultation or approval in connection with the Rights or the Appearance. Company will own all right, title and interest, including without limitation copyright rights, in and to the Work in any and all media now or hereafter known or devised throughout the universe in perpetuity, to be used and disposed of without limitation as Company will in its sole discretion determine.
Grantor represents, warrants and covenants that he, she or it (1) is the owner of all right, title and interest to the Appearance, (2) has the full right and authority to enter into this Agreement and no approvals and/or licenses are necessary from any other party to grant Company’s use of the Appearance as granted herein, (3) will comply with all applicable laws during the Appearance (including, without limitation, federal and state securities laws), (4) will not disparage the Company or any of its affiliated companies or persons, and (5) will not slander/libel any person or party during Grantor’s Appearance or in any form of the Work. Grantor’s grant of the Rights will not conflict with or violate any commitment, Agreement or understanding Grantor has or will have to or with, nor infringe upon any right of, any person or entity. Grantor shall at all times defend, indemnify and hold harmless Company, its parent, subsidiary and affiliate organizations, and their employees, agents, successors and assigns from and against any and all claims, actions, damages and losses, liabilities and expenses, including reasonable attorneys’ fees, arising out of or caused by the breach (or claimed breach) of any of the representations, warranties, undertakings and Agreements made by Grantor hereunder.
NO OFFERING OR SOLICITATION OF SECURITIES SHALL BE PERMITTED UNDER ANY CIRCUMSTANCES UNLESS, PURSUANT TO A SEPARATE AGREEMENT, GRANTOR IS AN “platform SPONSOR” AND COMPLIES WITH SECURITIES LAWS WITH RESPECT TO ANY SUCH SOLICITATIONS (i.e., such as those permitted under Reg. D, 506(c)).
Company may assign this Agreement and any or all of its rights and obligations to any party or entity. This Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns, as applicable.
Grantor’s sole remedy for a breach of this Agreement by Company is an action at law for money damages, and Grantor shall not have the right to enjoin, restrain or otherwise interfere with the distribution or other exploitation of the Work or its advertising or publicity. No casual or inadvertent failure by Company to comply with the provisions of this Agreement (other than any provision requiring payment of money) shall constitute a breach, provided however that upon receipt of written notice by Company, Company shall use commercially reasonable efforts to cure such failure. Nothing contained herein shall require Company to make or distribute or exhibit the Work, or to use the Appearance in connection with the Work.
The persons signing this Agreement on behalf of Grantor and Company respectively represent and warrant that they have been granted all necessary right and authority to sign on behalf of their respective parties and to bind that party to this Agreement.
This Agreement embodies the entire understanding, written or oral, in effect between the parties relating to the subject matter hereof and supersedes any Agreement, written or oral, that may currently exist between Company and Grantor. This Agreement can be modified only by a written instrument signed by both parties. This Agreement shall be construed and interpreted according to the laws of the State of Utah. All disputes arising out of this Agreement shall be resolved and adjudicated exclusively in the Federal and State courts located in Salt Lake County, Utah, and each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction and venue of said courts.