Terms and conditions

1. Introduction and Acceptance

These Terms and Conditions (the “Terms”) govern access to and use of the online platform available at sponso.com (the “Platform”), owned and operated by GMSE, Inc., a Delaware corporation with headquarters in California, United States (“GMSE,” “sponso.com,” “we,” “us,” or “our”).

The Platform is a business-to-business digital sponsorship marketplace designed to facilitate discovery, matching, and communication between:

• brands and sponsors (“Buyers”),
• sponsorship properties and rightsholders (including talent operating through a legal or commercial an entity) (“Sellers”), and
• agencies, representatives, affiliates, and independent operators acting on behalf of Buyers or Sellers.

By accessing or using the Platform, you confirm that you act in a professional or commercial capacity and that you have the legal authority to bind yourself or the entity you represent. By doing so, you agree to be bound by these Terms.

If you do not agree with these Terms, you may not access or use the Platform.

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2. Definitions

• “User” means any individual or legal entity that registers for or uses the Platform in a professional or commercial capacity.
• “Account” means a registered user profile on the Platform.
• “Listing” means a sponsorship asset, package, or opportunity published on the Platform by or on behalf of a Seller.
• “Match” means a potential Buyer–Seller pairing generated through the Platform’s functionality.
• “Sponsorship Agreement” means any agreement entered into directly between Users relating to sponsorships, partnerships, or similar commercial arrangements.

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3. Role of sponso.com and Marketplace Nature

sponso.com operates solely as a technology and marketplace intermediary. Accordingly:

• sponso.com does not act as an agent, broker, representative, fiduciary, or advisor for any User;
• sponso.com is not a party to any Sponsorship Agreement;
• sponso.com does not control, endorse, or guarantee the legality, validity, performance or outcome of any transaction or relationship between Users.

All Sponsorship Agreements are bilateral agreements entered into independently by Users, at their own discretion and risk.

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4. Eligibility and Registration

Users must:

• be legally authorized to act on behalf of themselves or the entity they represent;
• provide accurate, complete, and up-to-date information;
• maintain the confidentiality and security of their login credentials.

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Organizations may designate one or more custodian users responsible for managing access to the Platform and inviting additional team members (each, a “Custodian”). GMSE does not verify internal authority structures and relies on the representations made by Users and the actions taken by Custodians, who are deemed to act on behalf of the organization they represent.

Users are responsible for all activity conducted through their Account.

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5. User Obligations and Acceptable Use

Users agree to:

1. Provide Accurate Information

Provide information that is truthful, accurate, complete, and kept up to date, whether relating to themselves or the entity they represent.

2. Maintain Account Security

Safeguard login credentials and prevent unauthorized access or use. Users are responsible for all activity conducted through their Account, unless they have promptly notified sponso.com of a suspected security breach.

3. Use the Platform Responsibly

Access the Platform only through secure devices and lawful communication and payment services. sponso.com is not responsible for the performance or security of third-party networks, devices, or service providers.

4. Comply with Laws and These Terms

Use the Platform in compliance with applicable laws, these Terms, and the legitimate rights and interests of sponso.com and other Users.

5. Prohibited Conduct

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Users shall not:

• introduce viruses, malware, or other harmful code;
• impersonate any person or entity or misrepresent affiliation or authority;
• interfere with or circumvent the Platform’s security or access controls;
• use the Platform to transmit unlawful, abusive, defamatory, obscene, or infringing content;
• use the Platform for unauthorized advertising, promotion, or solicitation outside the scope of legitimate sponsorship discovery and negotiation.

Violation of this section may result in suspension or termination of the Account in accordance with these Terms.

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6. User Content and Intellectual Property

6.1 Ownership

Users retain full ownership of all content, materials, data, trademarks, logos, creative assets, and other intellectual property that they upload, submit, or make available on the Platform (“User Content”).

Nothing in these Terms transfers ownership of User Content to GMSE.

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6.2 Limited License to sponso.com

Users grant GMSE a non-exclusive, non-transferable, revocable, worldwide license to host, store, display, process, and use User Content solely to the extent necessary to operate, maintain, and provide the Platform and its services.

This license:

• is limited to the purpose of operating the Platform;
• does not permit commercial exploitation outside the Platform;
• terminates upon removal of the User Content or closure of the Account, subject to legal, regulatory, or technical retention requirements.

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7. Data Protection and Privacy Overview

sponso.com processes User data in accordance with applicable data protection laws and regulations and in line with the principles described in the Privacy Policy.

In particular:

• Personal data and User Content are processed solely for purposes related to the operation, maintenance, and improvement of the Platform and its services.
• User data is hosted and processed on servers located in Europe, subject to appropriate technical, organizational, and contractual safeguards.
• sponso.com applies privacy-by-design and security-by-design principles, including access controls, data minimization, and confidentiality measures.
• Where applicable, data processing activities are structured to support compliance with the General Data Protection Regulation (GDPR) and other relevant data protection frameworks.

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This section is intended to provide a high-level overview only. Detailed information regarding data categories, legal bases for processing, retention periods, data subject rights, and cross-border transfers is set out in the Privacy Policy, which forms an integral part of the contractual framework governing use of the Platform.

Nothing in this section alters the governing law or jurisdiction applicable to these Terms.

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8. Artificial Intelligence and Automated Systems

sponso.com uses algorithmic and automated systems, including artificial intelligence, to support Platform functionality such as matching, ranking, recommendations, and analytics. These systems are designed to assist Users and improve Platform efficiency, not to replace human decision-making.

Importantly:

• User Content, including Listings and deal-specific materials, is not used to train or develop generalized artificial intelligence or foundation models.
• Confidential sponsorship materials are excluded from AI training and model development.
• AI systems do not expose or make accessible one User’s proprietary or confidential content to another User.
• Any optimization, tuning, or learning processes are performed, where applicable, using aggregated, anonymized, or non-identifiable data, in a manner that does not allow the identification of individual Users, deals, or assets.
• AI-driven outputs are provided for informational and recommendation purposes only; User retain full control and responsibility over all commercial decisions made through the Platform.

Further information regarding data processing is set out in the Privacy Policy.

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9. Marketplace Rules and Non-Circumvention

9.1 Identity Disclosure

Matches may initially be presented without revealing full counterparty identity. Identity disclosure occurs only if both Users expressly request it through the Platform.

9.2 Non-Circumvention Scope

Where identity disclosure occurs for a specific Match:

• Users agree not to circumvent the Platform solely with respect to the disclosed Listing and disclosed counterparty,
• for the duration specified on the Platform at the time of disclosure, depending on the characteristics of the Listing, normally six (6) or nine (9) months and never exceeding twelve (12) months.

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This obligation:

• applies only to the disclosed Listing and counterparty,
• does not restrict unrelated sponsorships or future opportunities,
• does not prevent Users from working together outside the Platform after the applicable period expires.

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10. Payments and Subscriptions

Certain features or services may require payment of subscription fees or other charges as presented on the Platform. Fees are exclusive of applicable taxes unless expressly stated otherwise.

Payments may be processed by third-party providers. GMSE is not responsible for the performance, availability, or security of third-party payment services.

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11. Suspension and Termination

GMSE may suspend or terminate Accounts if:

• these Terms are materially breached;
• fraudulent, unlawful, or abusive activity is detected,
• required by applicable law or regulation.

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Except in cases of immediate risk, illegality, or regulatory obligation, GMSE will provide reasonable notice and an opportunity to cure prior to permanent termination.

Users may terminate their Account at any time, subject to outstanding obligations.

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12. Disclaimers and Limitation of Liability

The Platform is provided “as is” and “as available.”

To the maximum extent permitted by applicable law:

• GMSE disclaims all warranties not expressly stated herein, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• GMSE shall not be liable for indirect, incidental, consequential, exemplary, or loss-of-profit damages;
• GMSE’s total aggregate liability arising out of or relating to the Platform shall not exceed the fees paid by the User to GMSE in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits liability where such limitation is prohibited by applicable law.

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13. Indemnification

Users agree to indemnify and hold harmless GMSE, its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses arising out of:

• User Content;
• breach of these Terms;
• Sponsorship Agreements entered into by the User;
• violation of applicable laws or third-party rights.

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14. Compliance with Laws

Users are solely responsible for complying with all applicable laws and regulations, including without limitation commercial, advertising, data protection, competition, tax, and anti-corruption laws applicable in the United States, European Union, Mexico, and any other relevant jurisdiction.

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15. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California, United States, without regard to conflict-of-law principles.

Exclusive jurisdiction lies with the state or federal courts located in California, except where mandatory law provides otherwise.

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16. Miscellaneous

• Assignment: Users may not assign these Terms without prior written consent. GMSE may assign these Terms as part of a corporate transaction.
• Force Majeure: GMSE shall not be liable for delays or failures caused by events beyond its reasonable control.
• Severability: If any provision is held invalid, the remaining provisions remain in full force.
• No Waiver: Failure to enforce any provision does not constitute a waiver.
• Language: These Terms are drafted in English. Translations are for convenience only; the English version prevails.

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16. Changes to These Terms

GMSE may modify these Terms from time to time. Material changes will be notified through the Platform or by reasonable means. Continued use of the Platform constitutes acceptance of the updated Terms.

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17. Contact

GMSE, Inc.

11111 Santa Monica Blvd, Suite 820

Los Angeles, CA 90025, USA

welcome@gmsecorp.com  |  welcome@sponso.com

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