Dollar General Selects Recess as Experiential Marketing Partner for DGMN

Last Updated: January 30, 2025

SPONSOR AGREEMENT

This Sponsor Agreement (“Sponsor Agreement”) and the rights and obligations contained in this Sponsor Agreement are in addition to and incorporated into the Recess general website Terms of Service (the “Terms”). Nothing in this Sponsor Agreement will be deemed to modify, waive, amend or rescind any other term of the Terms. Any capitalized terms not defined herein have the same meaning set forth in the Terms; otherwise the definitions herein shall apply.

Certain Definitions

“Event Fee”

means the applicable fee charged for the purchase of the sponsorship rights and benefits to an Event. The Event Fee will vary by Event.

“Event Listing”

means a page on the Platform that describes an Event that is accepting offers for sponsorship, listed by an Event Organizer via the Platform.

“Managed Services”

means enhanced services provided to you by Recess under which Recess will act on your behalf through the Platform to

(a) configure and/or optimize campaigns, including,
(i) the details of the sponsorship offering,
(ii) the rights and benefits to be purchased,
(iii) events/audiences to target,
(iv) specific instructions such as how and where to distribute products or other materials at an Event
(v) other special requests, and
(b) remit Offers to sponsor Events that may result in Bookings with Event Organizers, in each case subject to the budget approved by you in a mutually agreed document, insertion order, or via email.

“Offer”

means an offer to purchase sponsorship rights and benefits to an Event.

“Venues”

means the locations or platforms where Events will take place.

“Event Organizer”

means event creators using the Platform to create event postings for their event(s) (each, an “Event”).

“Cart Checkout”

means a Sponsor has added certain Event Listings to their cart on the Platform (“Cart”), agreed to the Recess terms checkbox, and submitted binding Offers to Event Organizers.

Binding Agreement

The following, along with the Terms, sets forth the terms and conditions upon which you as a Sponsor (“Sponsor” or “you”) can use and access the Platform. By accepting this Sponsor Agreement, you agree to the terms of this Sponsor Agreement without modification and enter into a binding contract with Recess which will be applicable to you when and if you use and access the Platform as a Sponsor. This Sponsor Agreement will be binding unless we enter into a separate written agreement explicitly superseding this Sponsor Agreement.

What Recess Does

Recess offers an online marketplace connecting Venues and Event Organizers with Sponsors. Recess, acting as an intermediary, facilitates product sampling and event sponsorships by allowing Venues and Event Organizers to create and display Event Listings, allowing Sponsors to remit Offers to sponsor Events, and by collecting and remitting payments.

Offers and Bookings

Through the Platform, Sponsor is able to configure each campaign with details of the sponsorship offering, including the rights and benefits you wish to purchase, and specific instructions such as how to distribute Sponsor’s products at an Event or special requests. Sponsors can then search Venue and Event Listings, add Events to their Cart, and complete their Cart Checkout.

Once a Sponsor completes their Cart Checkout with all of the items in their Cart, Offers will be remitted to the Event Organizer who will have seven (7) days to either accept or reject the Offer before it expires. If an Offer is rejected, Recess may, but is not obligated to, provide information on the reason for rejection, and, at your discretion, you may submit an updated Offer based on such information. If your Offer is not accepted or rejected within the (7) day period you may also re-submit your Offer. Upon an Offer being accepted by an Event Organizer (each, a “Booking”), Recess will generate and send Sponsor a confirmation e-mail detailing the agreed to terms and conditions of the sponsorship and an invoice due and payable upon receipt once all Offers in their purchase have been accepted or rejected. Once an Offer is submitted, Sponsor agrees it may not be revoked or cancelled (except as set forth below).

Once an Offer has been accepted, Sponsor agrees:
(i) that a binding contract is formed, and
(ii) to unconditionally honor and fulfill all terms, conditions and restrictions contained in the applicable confirmed Offer, including, without limitation, all permit requirements, insurance requirements, media restrictions, product distribution dates, Event Organizer restrictions on use of trademarks, logos and other intellectual property, content creation and use restrictions, and payment of the applicable Event Fee.

Additionally, once a Booking has been made for an Event where a Sponsor will have an on-site activation with their staff or contractors at the Event, Recess will send Sponsor an advancing sheet to fill out with event logistics information, including but not limited to details regarding Sponsor’s equipment, staff or parking requirements, if any (each, an “Advancing Sheet”). Sponsor is required to fill out and return the Advancing Sheet to Recess within five (5) days.

Once a Booking has been made for an Event where a Sponsor will ship Sponsor’s products to the Event Organizer to distribute at the Event, Sponsor will receive the shipping information from the Event Organizer within approximately five (5) days upon Booking confirmation.

When a Sponsor ships Sponsor’s products to the Event they must provide the shipping information including the carrier name, tracking number, estimated arrival date, and the size and weight of the boxes shipped to the Event Organizer.

If Sponsor provides a partial shipment the Event Organizer will only be required to distribute Sponsor’s products that are actually received and the Sponsor shall not be entitled to a refund for the items not received by the Event Organizer.

Sponsor acknowledges and agrees that Recess is not responsible for any part of an actual or potential transaction between Users, including the quality, condition, safety or legality of the Events advertised, the truth or accuracy of the Event Listings, or the ability for Sponsors to sponsor Events.

By submitting an Offer, Sponsor further agrees:

• You will comply with all applicable federal, state and local laws, regulations, rules and ordinances in connection with your sponsorship of any Event;
• You will not use the Platform for any illegal or immoral purposes, or for any purpose that is reasonably likely to reflect negatively on Recess or any Event Organizer;
• You are solely responsible for all damage to any Event venue resulting from your sponsorship of any Event.

Payments, Late Fees and Cancellations

Sponsor must pay the Event Fee in full upon receiving an email confirmation that the Offer has been accepted and receipt of an invoice from Recess. Sponsor acknowledges and agrees that delay in making payment by the due date may delay or cancel your Booking.

Additionally, if you request any additional services to be performed by Recess, which Recess may provide in its sole discretion, the terms of which will be covered by a separate written agreement, fees for such ancillary services will be paid as provided in the separate written agreement.

Late Fees:

• If a Sponsor ships a product to the Event Organizer and fails to provide the shipping information with at least 5 days’ notice, there may be a delay in the distribution of such product and Sponsor may be subject to a late fee to coordinate a second shipment.
• If a Sponsor is delayed in shipping their product to the Event Organizer prior to the agreed upon distribution dates in the Booking, it may prevent or delay the ability for an Event Organizer to distribute the product at the Event and Sponsor may be subject to a late fee to have the Event Organizer distribute at the Event or another Event as mutually agreed upon by the parties.

Cancellation by Sponsor

If for any reason Sponsor wishes to cancel an Offer once it has been submitted, Sponsor must e-mail info@recess.is, however, Sponsor will remain responsible for the Event Fee as provided below, regardless of whether or not they sponsor the Event.

Cancellation Policy

1. Cancellation more than 30 days prior to the Event: Sponsor will receive a refund of 50% of the Event Fee. Sponsor must notify Recess in writing of the cancellation more than 30 days prior to the Event, and Recess will issue the refund within 30 days.
2. Cancellation 30 days or less than prior to the Event: Non-refundable. Sponsor will remain responsible for the Event Fee.

Indemnification

You will indemnify and defend Recess, our affiliates, clients (including the Event Organizer) and each of our respective directors, officers, agents, contractors, sub-contractors and employees from and against any and all actions, claims, demands, suits, loss, liability, damage, cost or expense (including reasonable attorneys’ fees and costs) arising out of or related to:

• Any breach by you of any of your representations, warranties, agreements, or obligations under this Sponsor Agreement and/or the Terms;
• Any misuse or alleged misuse or material modification or alleged material modification of any intellectual property belonging to Recess, any other User or any third party;
• Your products and/or services, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages;
• Your acts or omissions in connection with your sponsorship of any Events and/or otherwise arising out of or related to your use of the Platform.

This section shall survive the expiration or termination of this Sponsor Agreement and the Terms.

Limitation Of Liability

IN NO EVENT WILL RECESS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OR PROFITS, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION, LOSS OF INFORMATION, COSTS OF COVER, AND THE LIKE INCURRED BY SPONSOR ARISING OUT OF THIS SPONSOR AGREEMENT.

This limitation of liability shall apply to the maximum extent permitted by applicable law and notwithstanding the failure of any limited remedy.

Governing Law

This Sponsor Agreement, and the parties’ conduct arising out of or related to it shall be governed by California law, without regard to its choice of law rules.