Events Sponsorship Terms

Windsurf Event Sponsorship Terms and Conditions
Last Updated: June 18, 2025

  1. Agreement. By signing, accepting, or agreeing to an order or other document incorporating these Windsurf Event Sponsorship Terms and Conditions (these “Terms”) or otherwise accepting or agreeing to these Terms, the entity listed in the ordering document or otherwise accepting or agreeing to these Terms ("Sponsor") agrees to enter into a legally-binding contract with Exafunction, Inc. ("Organizer"), which contract (the “Agreement”) consists of these Terms, the ordering document(s) entered into by the Parties (the “Order(s)”), and any other contractual document(s) entered into by Sponsor and Organizer (each a “Party” and together as the “Parties”) in respect of Sponsor’s sponsorship of the Event (as defined below), provided that any terms and/or conditions set forth in any purchase order or other document provided by or on behalf of Sponsor shall not apply and are hereby rejected. In the event of any conflict among the documents that comprise the Agreement, the following order of precedence shall apply: (a) the Order (as to commercial matters), (b) these Terms, (c) the Order (as to non-commercial matters), and (d) any other documents.

  2. Sponsorship Fees. Sponsor shall owe and pay in full to Organizer all amounts set forth in each Order (“Sponsorship Fees”) without deduction, set-off, counterclaim, or withholding of any kind within the earlier of (a) fifteen (15) days after both Parties have signed the Order (or Sponsor has signed, agreed to, or accepted it, in the case of an Organizer-generated order that Organizer has designed to be signed, agreed to, or accepted solely by Sponsor) and (b) two (2) days prior to the date of the applicable Event. Any such amount not paid when due shall bear interest at a rate of the lesser of one-and-one-half percent (1.5%) per month and the highest rate allowable by law. All Sponsorship Fees and other amounts owed, paid, or payable under the Agreement shall be (i) paid in United States Dollars, (ii) non-cancellable and non-refundable, except as expressly set forth in Section 6 (Effect of Termination), and (iii) net and non-commissionable.

  3. Sponsorship Benefits. In exchange for payment of particular Sponsorship Fees, Sponsor shall receive the benefits listed for such Sponsorship Fees in the applicable Order. Organizer reserves the right to provide substitute benefits of comparable or greater value (as reasonably determined by Organizer) if Organizer determines that delivery of any benefits is not reasonably practicable. In addition to the foregoing, Sponsor acknowledges and agrees that (a) benefits and elements of the Event and/or sponsorship may be changed in various ways, so long as the overall (in light of any substitutions, replacements, make-goods, etc.) benefits package provided to Sponsor is not substantially degraded, as judged in net, (b) the applicable sponsorships are non-exclusive, and Organizer shall have the right and option to offer and/or provide similar or equivalent benefits to any other party that it might choose in its sole discretion, (c) Organizer may assign to Sponsor certain action items, steps, and/or deadlines (including without limitation in the portal for the sponsorship or Event) in respect of the sponsorship, and Sponsor’s failure to timely complete such action items or steps and/or meet such deadlines (each a “Failure”) may result in loss or degradation of benefits or the need for Sponsor to pay additional amounts (based on, for instance, increased costs associated with expedited service), (d) in the event of any Failure, Organizer shall have the right and option to take whatever steps it deems necessary or appropriate in its discretion to provide benefits or otherwise support the sponsorship or Event (such as moving forward without content that was required but not provided by Sponsor), and (e) none of the foregoing actions by Organizer described in this sentence shall constitute a breach (material or otherwise) of the Agreement by Organizer, relieve Sponsor of its liability for any Subscription Fees and/or other amounts owed, or entitle Sponsor to any refund.

  4. Taxes. Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees, assessments, contributions, charges, and other amounts (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and/or payments under the Agreement. All fees and other amounts payable by Sponsor are exclusive of applicable taxes and duties, including without limitation value-added, excise, sales, transaction, and/or gross receipts taxes (“Indirect Taxes”). Sponsor will provide such information to Organizer as is reasonably requested by Organizer to determine whether Organizer is obligated to collect Indirect Taxes from Sponsor. All payments made by Sponsor to Organizer under the Agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, Sponsor will pay such additional amounts as are necessary so that the net amount received by Organizer is equal to the amount then due and payable under the Agreement.

  5. Term and Termination. The Agreement shall become effective on the date that the Order is signed by both Parties, and shall continue in full effect until the earliest of:

    (a) completion of the Event (upon which the Agreement shall expire);
    (b) termination of the Agreement by either Party for convenience immediately upon notice to the other Party (to terminate under and in accordance with this clause, to terminate “For Convenience”);
    (c) termination of the Agreement by either Party for the other Party’s material breach (including without limitation any payment delinquency), provided that the terminating Party must provide at least ten (10) days’ written notice and (if such breach is reasonably capable of cure) opportunity to cure to the other Party; and
    (d) termination by Organizer immediately upon notice to Sponsor in the event (i) that full payment has not been timely received by Organizer (or has been charged-back or similar) of any amount due under the Agreement as of two (2) days prior to the applicable Event or (ii) of any breach or contravention by any Sponsor Party of Section 7 (Sponsor Conduct and Compliance), 8 (Intellectual Property), or 12 (Representations and Warranties).

For avoidance of doubt, the termination rights in the immediately preceding sentence are the sole and exclusive rights and/or ways by which the Parties may terminate and/or cancel the Agreement or the applicable sponsorship.

  1. Effect of Termination. Upon expiration or termination of the Agreement:

    (a) the applicable sponsorship shall immediately be cancelled and all of Sponsor’s rights under the Agreement shall immediately terminate and
    (b) Sponsor shall remain liable and responsible for paying to Organizer any outstanding Sponsorship Fees or other amounts owed under the Agreement (all of which shall become immediately due and payable to Organizer) and shall not be entitled to any refund, make-good, or other amount or benefit, except that:

    1. if Organizer terminates the Agreement For Convenience, then Organizer shall, at its option, either (1) provide Sponsor with a substitute sponsorship of substantially equivalent overall value or (2) refund Sponsor the Sponsorship Fee(s), if any, paid by Sponsor to Organizer for the applicable cancelled sponsorship;
    2. if Sponsor terminates the Agreement For Convenience ninety (90) or more days before the applicable Event, then Sponsor shall be liable for and owe and pay to Organizer a cancellation fee equal to fifty percent (50%) of all Sponsorship Fees for the applicable Event and shall pay to Organizer any balance owed in light of such cancellation fee, provided that if Sponsor has paid to Organizer Sponsorship Fees for such Event in excess of such cancellation fee, Organizer shall refund Sponsor in the amount of such excess; and
    3. if Sponsor Terminates the Agreement For Convenience fewer than ninety (90) days before the applicable Event, then Sponsor shall be liable for and owe and pay to Organizer a cancellation fee equal to one-hundred percent (100%) of all total Sponsorship Fees for the applicable Event, shall pay to Organizer any outstanding balance in light of such cancellation fee, and shall not be entitled to any refund;

The Parties acknowledge and agree that (1) the damages that Organizer will sustain as a result of Sponsor’s termination are not and will not be capable of precise determination, (2) the cancellation fees provided for under the Agreement have been incorporated therein as a reasonable and valid pre-estimate of such damages, (3) such cancellation fees are considered to be liquidated and agreed-upon damages suffered, and not penalties, and (4) subsequent reassignment of the cancelled sponsorship(s) and/or benefits (which, for avoidance of doubt, Organizer shall be free to do in its discretion) shall not affect Sponsor’s liability (for outstanding amounts, cancellation fees, or otherwise) under the Agreement. Sections 2 (Sponsorship Fees), 6 (Effect of Termination), 8 (Intellectual Property), 10 (Indemnification), and 11 (Exclusions and Limitations of Liability) shall survive any expiration or termination of the Agreement and continue to apply in accordance with their terms, as shall any other provision of the Agreement that by its nature is intended to so survive. Notwithstanding anything to the contrary in the Agreement, in no event shall expiration or termination of the Agreement operate to discharge, negate, or release Sponsor from any obligation or liability incurred by Sponsor – or negate or diminish any right accrued by Organizer – prior to such expiration or termination.

  1. Sponsor Conduct and Compliance. Sponsor represents and warrants, and shall ensure, that it and its employees, personnel, agents, officers, directors, contractors, and representatives (and anyone else under Sponsor’s control or acting on its behalf) (collectively, the “Sponsor Parties”) will (a) at all times conduct themselves in accordance with the utmost standards of decency, professionalism, integrity, honesty, and good taste, and in a manner that reflects favorably on Organizer and the Event and other sponsors thereof, (b) comply with the Windsurf Supplier Code of Conduct set forth at https://windsurf.com/SupplierCoC (which is incorporated herein), (c) at all times comply with all applicable local, state, Federal, or other laws, regulations, orders, ordinances, codes, and the like (each a “Law”), as well as all Event rules and regulations, (d) not violate or infringe any copyright or other intellectual property or other right (or misappropriate any intellectual or other property) at or in connection with the sponsorship or Event, including without limitation with respect to writings, music, or other content or material used at the Event, (e) obtain and maintain all permits, licenses, tax identification numbers, and approvals required under any Law – and pay all taxes, license fees, and other charges that become due to any governmental or other authority – in relation to the sponsorship or any activity of any Sponsor Party at or in connection with the sponsorship or the Event, (f) timely complete all action items and steps and meet all deadlines required by or on behalf of Organizer in respect of the sponsorship or Event, and (g) not purport to – or assert, suggest, or imply that it has the right or authority to – make any representation or statement (or enter into any agreement, assert any right, or assume any obligation) on behalf of Organizer.

  2. Intellectual Property. Sponsor grants to Organizer a fully-paid, worldwide, royalty-free, nontransferable, sublicensable, and nonexclusive license to use, reproduce, and display (including without limitation in print or image and/or online) the names, trade names, logos, trademarks, service marks, trade dress, or other intellectual property or rights thereto (“IP”) and/or any content or materials that are provided to Organizer by or on behalf of any Sponsor Party (collectively, “Materials”) to identify Sponsor as a sponsor of the Sponsored Event and to otherwise provide the benefits (or otherwise perform) under the Agreement or promote or publicize the Event or sponsorship. Except as set forth in this Section 8 (Intellectual Property), neither Party will acquire any interest in the other party’s IP under the Agreement. Sponsor represents and warrants that (a) it holds the necessary rights to grant all licenses and rights granted under the Agreement and permit the use of the IP and Materials, (b) the use, reproduction, distribution, or transmission of IP and/or Materials by or on behalf of Organizer, its affiliates, and their directors, officers, employees, contractors, representatives, and agents (collectively, the “Organizer Parties”) will not violate any Laws or any intellectual property or other rights of any third party, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or intellectual or other property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity, and (c) it holds and has obtained all licenses and other rights necessary to display, play, or otherwise use (without any infringement, violation, or misappropriation) any and all content, materials, or intellectual property that it or any Sponsor Party displays, plays, or otherwise uses at or in connection with the sponsorship or Event (for which display, play, and/or usage Sponsor assumes sole liability and responsibility). Sponsor will not issue any press release or make any other public announcement related to the Event(s) without Organizer’s prior written approval.

  3. Changes to Event. In addition to Organizer’s other rights and remedies under the Agreement, Organizer shall have the right and option to cancel or postpone the Event without liability or breach of the Agreement, provided that Organizer shall (a) notify Sponsor of the cancellation or postponement without undue delay and (b) provide Sponsor with the opportunity to receive substitute benefits at a future event (without having to pay additional Sponsorship Fees).

  4. Indemnification. Sponsor will indemnify, hold harmless, and defend the Organizer Parties from and against any claims, demands, suits, actions, investigations, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys’ fees) that might result or arise from Sponsor’s sponsorship of, or participation in, any Event; any Sponsor Party’s licensing and/or use of sponsorship space, IP, or Materials; any breach or contravention of the Agreement by any Sponsor Party; any infringement, misappropriation, or violation of any intellectual or other property or right by or on behalf of any Sponsor Party or any IP or Materials; or any action or omission by or on behalf of any Sponsor Party.

  5. Exclusions and Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (a) ORGANIZER SHALL NOT BE LIABLE UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR (ii) LOST PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL and (b) IN ANY CASE, ORGANIZER’S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE AMOUNT OF SPONSORSHIP FEES THAT SPONSOR HAS ACTUALLY PAID TO ORGANIZER FOR THE EVENT THAT GAVE RISE TO THE CLAIM.

  6. Representations and Warranties. Each Party represents that it has the right and authority to enter into the Agreement and each Order, and that it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORGANIZER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY PROVIDED BY ORGANIZER IN THESE TERMS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY GOODS, SERVICES, DELIVERABLES, OR BENEFITS TO BE PROVIDED UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

  7. Force Majeure. Neither Party shall be liable for any delay or failure to perform any obligation under the Agreement where the delay or failure results from any cause beyond such Party’s reasonable control, including without limitation acts of God; labor interruptions, unavailability, or disputes; industrial disturbances; electrical or power outages; utilities or other network, communications, or telecommunications failures; unavailability of technology; lack of adequate transportation; earthquake, storms, fire, casualty, weather, or other elements of nature or natural disasters; blockages; embargoes; trade wars; riots; civil disturbances; protests; boycotts; acts, restraints, or orders of government; acts of terrorism; war; threats of violence, disturbance, or criminal acts; outbreaks; epidemics; or pandemics (collectively, “Force Majeure Events”), provided that this sentence shall not apply to the Parties’ obligations to pay any amount.

  8. Modification. Organizer may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately upon notification to Sponsor or ten (10) days after posting to the web page hosting these Terms. Except as expressly permitted in these Terms or an Order, the Agreement may be amended and/or modified solely and exclusively through a written amendment signed by both Parties.

  9. Notice. Any notice permitted or required under the Agreement shall be in writing via email to the following email address (and shall be effective when sent): (a) by Organizer to Sponsor – to the email address Organizer has on file and/or set forth in the applicable Order and (b) by Sponsor to Organizer – to the each of: (i) the email address of the Organizer employee who is Sponsor’s main contact with respect to the Event, (ii) marketing@windsurf.com, and (iii) legal@windsurf.com.

  10. Governing Law and Jurisdiction. The Agreement is governed by the laws of the State of California without regard to conflict of law principles. The Parties submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding related to or arising from the Agreement.

  11. Miscellaneous. The Parties are independent contractors, and the Agreement does not and shall not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other Party. The Agreement is the entire and exclusive understanding and agreement between the Parties – and supersedes all prior or contemporaneous contracts, statements, or understandings (whether written, oral, or otherwise) not incorporated in the Agreement – as to the Sponsorship and other subject matter(s) of the Agreement. Sponsor may not assign or transfer the Agreement, in whole or in part, by operation of law or otherwise, without Organizer’s prior written consent. Organizer may assign the Agreement and/or any or all rights granted thereunder at any time without notice or consent. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. The Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to the Agreement. The failure to require performance of any provision will not affect either Party’s right to require performance at any other time after that, nor will a waiver by either Party of any breach or default of the Agreement or any provision thereof be a waiver of any subsequent breach or default or a waiver of the provision itself. The documents comprising the Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement. Any widely-used electronic signature method (such as DocuSign) shall be an effective and binding method of signature of any documents comprising or relating to the Agreement. If any part of the Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.