EFFECTIVE DATE: 7/3/2025
THESE TERMS OF USE ("AGREEMENT") GOVERN YOUR USE OF THE SPONSORFLO.AI PLATFORM ("PLATFORM"), A PROPRIETARY, MULTI-TENANT SAAS SOLUTION DESIGNED TO FACILITATE SPONSORSHIP OPERATIONS, WORKFLOWS, DATA MANAGEMENT, AND ENGAGEMENT OPTIMIZATION (THE "SERVICES"). THE PLATFORM IS MADE AVAILABLE TO YOU BY EQUITIFUL LLC, A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF NEW JERSEY, WITH PRINCIPAL OFFICES IN MONMOUTH COUNTY NJ, TOGETHER WITH ITS SUCCESSORS, ASSIGNS, MEMBERS, OFFICERS, AFFILIATES, AGENTS, SERVICE PROVIDERS, LICENSORS, CONTRACTORS, AND DESIGNEES (COLLECTIVELY, THE "PROVIDER").
BY ACCESSING, REGISTERING FOR, OR OTHERWISE UTILIZING THE PLATFORM OR ANY RELATED SERVICES, WHETHER DIRECTLY OR INDIRECTLY, YOU ("YOU", "YOUR", OR "USER") ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY THIS AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, AND THAT YOU POSSESS THE AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF ANY ORGANIZATION, COMPANY, FIRM, OR OTHER LEGAL ENTITY YOU REPRESENT.
SUBJECT TO THE STRICT TERMS AND CONDITIONS OF THIS AGREEMENT, PROVIDER HEREBY GRANTS YOU A NON-EXCLUSIVE, REVOCABLE, NON-TRANSFERABLE, AND NON-SUBLICENSABLE LIMITED LICENSE TO ACCESS AND USE THE PLATFORM, SOLELY IN THE MANNER ENABLED BY THE PROVIDER AND STRICTLY FOR YOUR INTERNAL, GOOD-FAITH, LEGITIMATE BUSINESS PURPOSES. YOU SHALL NOT USE THE PLATFORM FOR ANY PURPOSE BEYOND THE SCOPE OF THE ACCESS RIGHTS EXPRESSLY GRANTED IN THIS AGREEMENT.
THIS LIMITED LICENSE DOES NOT CONVEY ANY RIGHTS OF OWNERSHIP OR TITLE, AND PROVIDER RETAINS ALL RIGHTS, TITLE, AND INTEREST IN AND TO THE PLATFORM, INCLUDING ALL COMPONENTS, MODULES, APIS, TEMPLATES, INFRASTRUCTURE, SOURCE CODE, TECHNICAL ARCHITECTURE, GRAPHICAL INTERFACE, AND ANY UNDERLYING PROPRIETARY SYSTEMS, LOGIC, OR TECHNOLOGIES.
YOU HEREBY ACKNOWLEDGE THAT ALL INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS IN AND TO THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY SOFTWARE, CODE, SCRIPTS, WORKFLOWS, VISUAL INTERFACES, USER EXPERIENCES, REPORTS, OUTPUTS, DATA MODELS, SCHEMAS, CONFIGURATIONS, DESIGNS, DOCUMENTATION, AND ALL CUSTOMIZATIONS, UPDATES, DERIVATIVE WORKS, AND IMPROVEMENTS THEREOF, WHETHER OR NOT PATENTABLE OR COPYRIGHTABLE, AND WHETHER OR NOT CREATED AT THE SPECIFIC REQUEST OR SUGGESTION OF THE USER, ARE AND SHALL REMAIN THE EXCLUSIVE PROPERTY OF THE PROVIDER OR ITS LICENSORS, SUPPLIERS, OR CONTRIBUTORS, AND SHALL NOT BE CONSTRUED TO BE WORK PRODUCT, WORK-FOR-HIRE, OR JOINTLY OWNED MATERIAL UNDER ANY DOCTRINE OR THEORY OF LAW.
NO RIGHTS ARE GRANTED TO YOU UNDER THIS AGREEMENT OTHER THAN THOSE EXPRESSLY STATED HEREIN. ANY ACCESS, USE, OR REFERENCE TO THE PLATFORM BY YOU DOES NOT IMPLY, AND SHALL NOT BE DEEMED TO CONFER, ANY TRANSFER, ASSIGNMENT, OR LICENSE (WHETHER EXPRESS, IMPLIED, BY ESTOPPEL OR OTHERWISE) OF ANY SUCH RIGHTS, UNLESS SPECIFICALLY AGREED TO IN WRITING BY A DULY AUTHORIZED REPRESENTATIVE OF THE PROVIDER.
YOU AGREE NOT TO:
PROVIDER SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO MAKE UPGRADES, IMPROVEMENTS, PATCHES, ENHANCEMENTS, OR MODIFICATIONS TO THE PLATFORM OR ITS FUNCTIONALITIES AT ANY TIME IN ITS SOLE DISCRETION. ANY SUCH CHANGES, INCLUDING CHANGES RESULTING FROM FEATURE REQUESTS, FEEDBACK, OR INTEGRATION REQUIREMENTS INITIATED OR PROPOSED BY THE USER, SHALL BE CONSIDERED PART OF THE PLATFORM AND GOVERNED BY THE TERMS OF THIS AGREEMENT.
YOU HEREBY IRREVOCABLY ACKNOWLEDGE THAT ANY CUSTOM DEVELOPMENT, WORKFLOW DESIGN, TEMPLATE CONFIGURATION, OR FEATURE ADAPTATION PROVIDED TO YOU BY PROVIDER—WHETHER STANDARDIZED OR BESPOKE—SHALL NOT CONSTITUTE A CO-AUTHORED OR JOINTLY OWNED INTELLECTUAL PROPERTY RIGHT, AND ALL SUCH RIGHTS SHALL BE DEEMED ASSIGNED AND FULLY VEST IN PROVIDER WITHOUT REQUIREMENT OF FURTHER ACTION BY EITHER PARTY.
USER SHALL RETAIN OWNERSHIP OF ALL STRUCTURED OR UNSTRUCTURED BUSINESS DATA THAT IS INPUT INTO THE PLATFORM, PROVIDED THAT SUCH DATA WAS NOT DERIVED FROM OR CO-MINGLED WITH PROPRIETARY COMPONENTS OF THE PLATFORM ITSELF. PROVIDER SHALL TREAT SUCH DATA AS CONFIDENTIAL AND SHALL USE REASONABLE ADMINISTRATIVE, TECHNICAL, AND PHYSICAL SAFEGUARDS TO PROTECT ITS CONFIDENTIALITY, INTEGRITY, AND AVAILABILITY.
PROVIDER MAY AGGREGATE, ANONYMIZE, AND ANALYZE SYSTEM-WIDE USAGE DATA AND METADATA, EXCLUDING PERSONAL INFORMATION OR CLIENT-IDENTIFYING INFORMATION, FOR PURPOSES OF SYSTEM OPTIMIZATION, ANALYTICS, FEATURE DEVELOPMENT, AND PERFORMANCE ENHANCEMENT.
EITHER PARTY MAY TERMINATE THIS AGREEMENT AT ANY TIME, WITH OR WITHOUT CAUSE, BY PROVIDING WRITTEN NOTICE TO THE OTHER PARTY. UPON TERMINATION, PROVIDER MAY DISABLE ACCESS TO THE PLATFORM, AND USER SHALL DISCONTINUE ALL USE OF THE SERVICES AND PROMPTLY RETURN OR DESTROY ANY CONFIDENTIAL MATERIALS. PROVIDER SHALL NOT BE OBLIGATED TO RETAIN USER DATA BEYOND A 10-DAY GRACE PERIOD FOLLOWING TERMINATION, AFTER WHICH IT MAY BE SECURELY DELETED.
THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM USAGE OR TRADE PRACTICE.
IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY USER TO PROVIDER FOR THE PLATFORM IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO ITS CONFLICT OF LAW RULES. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BREACH, INTERPRETATION, OR VALIDITY THEREOF, SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION IN MONMOUTH COUNTY, NEW JERSEY UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, WITH JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) ENFORCEABLE IN ANY COURT OF COMPETENT JURISDICTION.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREIN AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, COMMUNICATIONS, OR UNDERSTANDINGS, WHETHER WRITTEN, ORAL, OR IMPLIED, RELATED TO THE PLATFORM AND ITS USE. NO PRIOR REPRESENTATIONS OR STATEMENTS SHALL BE BINDING UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT.
IF ANY PROVISION HEREIN IS DEEMED INVALID OR UNENFORCEABLE, THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.
NO WAIVER OR MODIFICATION OF THIS AGREEMENT SHALL BE BINDING UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. THE HEADINGS HEREIN ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT INTERPRETATION.
BY ACCESSING OR USING THE PLATFORM, YOU AFFIRMATIVELY AGREE TO THESE TERMS OF USE AND ACKNOWLEDGE THAT THEY ARE ENFORCEABLE AS A BINDING LEGAL CONTRACT.