The participating Investment Manager or Event Sponsor (hereto referred as “Sponsor”) identified on the Registration Application Form wishes to obtain the benefits described in the Becoming a Participating Investment Manager or Becoming an Event Sponsor pages at their selected participation level. As a result, the parties have agreed to enter into this agreement (“Agreement”) to set forth the terms of the participation arrangement. Therefore, in consideration of the mutual promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties (each may be referred to herein as a “party” and collectively as the (“parties”) acknowledge and agree: 

I. Sponsorship.

a. Sponsor Recognition. During the term of this Agreement, Pinnacle Capital Group agrees to provide the Sponsor the benefits described in the Becoming a Participating Investment Manager or Becoming an Event Sponsor pages for their chosen Participation Level. The Investment Manager Registration Application and the Event Sponsor Registration Application pages are hereby incorporated into this Agreement by reference. 

b. Substitution Rights. Pinnacle Capital Group reserves the right, at its sole discretion, to substitute alternative, but comparable ancillary benefits for any of the specific benefits listed in the Becoming a Participating Investment Manager or Becoming an Event Sponsor pages. 

II. License of Intellectual Property. 

a. Pinnacle Capital Group Intellectual Property. Pinnacle Capital Group is the sole owner of all rights, title, and interest in its intellectual property and to all Pinnacle Capital Group information, including Pinnacle Capital Group’s logo, trademarks, trade names and copyrighted information, unless otherwise provided. Pinnacle Capital Group hereby grants to Sponsor a limited, nonexclusive license to use certain elements of Pinnacle Capital Group's intellectual property, including Pinnacle Capital Group's name and logo solely for purposes of identifying or promoting Sponsor as a Pinnacle Alts Forum sponsor. Sponsor agrees that it shall not use Pinnacle Capital Group's property in a manner that states or implies that Pinnacle Capital Group endorses Sponsor or Sponsor’s products or services. It is understood that Pinnacle Capital Group retains the right to review and approve in advance all uses of such intellectual property, which approval shall not be unreasonably withheld. 

b. Sponsor’s Intellectual Property. Sponsor is the sole owner of all rights, title, and interest in its intellectual property and to all Sponsor information, including Sponsor logos, trademarks, trades names, and copyrighted information, unless otherwise provided. Sponsor hereby grants to Pinnacle Capital Group a limited, nonexclusive license to use certain elements of Sponsor’s intellectual property to identify Sponsor as a sponsor of a Pinnacle Alts Forum. 

c. Termination of Rights. Upon termination or expiration of this Agreement, all rights and privileges for use of the other party’s intellectual property shall expire, and each party shall discontinue the use of such others party’s intellectual property. 

III. Contribution Schedule. 

a. Payment. In consideration for the right to participate as a Sponsor during the term of this Agreement, Sponsor shall pay to Pinnacle Capital Group the amount specified in the Investment Manager Registration Application and the Event Sponsor Registration Application pages, as selected by Sponsor, to be paid by upon receipt of invoice. 

b. Non-Qualified Sponsorship Payments. To the extent that any portion of a payment under this section would not (if made as a separate payment) be deemed a qualified sponsorship payment under IRC 513(i), such portion shall be deemed and treated as separate from the qualified sponsorship payment.

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IV. Term and Termination. The Term of this agreement will begin on January 1, 2024 and continue through December 31, 2024 unless earlier terminated (i) by mutual written agreement of the parties; (ii) by Pinnacle Capital Group for any reason upon sixty (60) days prior written notice to Sponsor; or (iii) by either party immediately upon the material breach of the other party’s obligations under this Agreement and such breach, if curable, is not cured within fifteen (15) days of such notice. As it relates to Pinnacle Capital Group, cause for immediate termination shall include, but not be limited to, (i) Sponsor, or any of Sponsor’s officers, performing, committing, or being accused of performing or committing any act which would unreasonable and objectively bring Pinnacle Capital Group, its events and/or initiatives into disrepute. The determination of whether and to what extent any such offense is cured or curable shall be made by Pinnacle Capital Group at its sole and absolute discretion.

V. Relationship of Parties. The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership, or agency relationship of any kind between the parties. VI. Indemnification and Limitation of Liability. 

a. Limitation of Liability. Each party’s total liability to the other party for any claims arising under this Agreement will not exceed the sponsorship fees paid by Sponsor. In no event shall either party be liable for any indirect, punitive, special or consequential damages. 

VII. Confidentiality. Confidential information that is marked as such and all other information, which a reasonable person would consider to be confidential (“Confidential Information”). Confidential information shall include, but is not limited to, information regarding the organization, its operations, programs, activities, financial condition, and membership or customer lists. During the terms of this Agreement, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement, each party shall use ad reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purposes. Each party shall restrict disclosure of the other party’s Confidential Information to its employees and agents with a reasonable need to know such Confidential Information, and shall not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party.

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VII. Cancellation.

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a. Cancellation of Meeting. If Pinnacle Capital Group cancels a meeting or event (“Meeting”) due to circumstances beyond its control, including but not limited to acts of God, acts of war, governmental emergency, labor strike or unavailability of the relevant facility, Pinnacle Capital Group shall refund to Sponsor the portion of the payments made through the time of cancellation that would have applied to the Meeting. Pinnacle Capital Group reserves the right to cancel, rename or relocate the Meeting or change the Meeting dates. If Pinnacle Capital Group changes the name of the Meeting, relocates the Meeting to another facility, or changes the meeting dates that are not more than sixty days earlier or sixty days later, no refund will be due the Sponsor.

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b. Cancellation by Sponsor. Sponsor acknowledges that if it cancels its sponsorship (a “Cancellation”) for reasons other than due to Pinnacle Capital Group’s material breach of this Agreement or upon the mutual agreement of parties, this action would constitute a breach of this Agreement and Pinnacle Capital Group would be harmed. Because Pinnacle Capital Group’s harm is likely to increase if there is a delay in notifying Pinnacle Capital Group of any Cancellation, Sponsor agrees to promptly notify Pinnacle Capital Group, in writing, of any decisions to cancel this Agreement. In the event of a Cancellation, Sponsor agrees that Pinnacle Capital Group may retain from the payments made by Sponsor, as liquidated damages and not as a penalty, the amount listed in the following damages scale:

• If Cancellation occurs greater than 45 calendar days from date of event, Pinnacle Capital Group shall retain an amount equal to twenty five percent (25%) of the sponsorship payment.

• If Cancellation occurs between 45 and 30 calendar days from date of event, Pinnacle Capital Group shall retain an amount equal to fifty percent (50%) of the sponsorship payment.

• If Cancellation less than 30 days from date of event, Pinnacle Capital Group shall retain full amount equal of the sponsorship payment.

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IX. General Provisions.

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a. Warranties. Each party covenants, warrants and represents that is shall comply with all laws and regulations applicable to this Agreement and the performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement.

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b. Binding Effect. The Agreement shall bind the parties, their respective heirs, personal representatives, successors and permitted assigns.

 

c. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of California without regard to its conflict-of-laws or choice-of-law principles.

d. Assignment. The Agreement, or the rights granted under it, may not be assigned, transferred or sub-licensed by either party without the express prior written consent of the other party.

 

e. Entire Agreement. This Agreement and all its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the sponsorship. This Agreement may only be amended in a writing signed by both parties.

 

f. Notice. All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth herein, and shall be deemed to have been duly given when sent by e-mail, facsimile or other electronic transmission, overnight courier or certified mail (return receipt requested).

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g. Waiver of Rights. Any rights of Pinnacle Capital Group under this Agreement shall not be deemed waived in any manner except as specifically waived in writing and signed by an authorized officer of Pinnacle Capital Group.

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h. Amendment and Additional Rules. Any matters not specifically covered by the preceding terms and conditions shall be within the sole purview of Pinnacle Capital Group.

 

i. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The parties agree that for purposes of this Agreement, delivery via e-mail, facsimile or other electronic transmission of a manually executed or electronically executed signature page to this Agreement, shall be as effective as delivery of a manually signed signature page to this Agreement. The parties have executed this Agreement through their duty authorized representatives as of the date of execution of the Sponsorship form. 

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