Sponsorship Agreement

Version v4-2026-08. This Sponsorship Agreement (this “Agreement”) is entered into by and between Beverages & Breakthroughs LLC, a California limited liability company (“Host”), and the legal entity identified on the sponsor application (“Sponsor”). Host and Sponsor are each a “Party” and together the “Parties.”

Recitals

Host produces Multiomics Mixer™ networking events for the life-science community. Sponsor wishes to sponsor one or more such events on the terms below. In consideration of the mutual covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. Acceptance; electronic signature

Sponsor accepts this Agreement by checking “I agree” (or a substantially similar control) on Host’s sponsor application and submitting that application. The Parties agree that such act is an electronic signature with the same legal effect as a handwritten signature under the California Uniform Electronic Transactions Act, Civil Code sections 1633.1 through 1633.17, and applicable federal law. The person submitting the application represents that they are authorized to bind Sponsor.

This Agreement takes effect on the date of that acceptance (the “Effective Date”) and governs the Parties’ sponsorship relationship from that date, including the mixer identified on the initial application and every subsequent Multiomics Mixer that Host approves for Sponsor, at any sponsorship package, until this Agreement is terminated. Host shall not require a new signature solely because Sponsor requests another event or a different package. Each Event (defined below) remains subject to Host’s approval and to payment as provided in Section 4.

2. Definitions

• “Event” means a Multiomics Mixer (or comparable Host gathering) for which Host has approved Sponsor, including via a new-company application or a returning-sponsor event request.
• “Fee” means the sponsorship fee Host invoices for an Event, based on the package Host approves.
• “Guest Data” means personal information Host provides to Sponsor about registrants or check-ins for an Event (typically name, organization, role or title, email address, and check-in status). Waitlisted and cancelled guests are excluded. Aggregate share-link statistics are not Guest Data.
• “Marks” means a Party’s names, logos, brand names, and trademarks.
• “Package” means the sponsorship tier Host approves for an Event, with deliverables as listed on Sponsors at the time of approval, or as Host otherwise confirms in writing (including email).

3. Sponsorship; no guaranteed outcome

Events are professional networking gatherings. Sponsor’s personnel attend as participants, not as trade-show exhibitors, except to the extent a Package expressly includes table, demo, or similar space. Host shall provide the deliverables of the approved Package, which may include logo placement, on-site recognition, a limited number of team registrations, optional table or demo space, a shareable Event link with aggregate click and RSVP counts, a public company profile, and, after Host elects to publish it, Guest Data for that Event.

Host does not warrant attendance, guest seniority or composition, conversation quality, lead volume, or any business result. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, HOST PROVIDES THE EVENT AND DELIVERABLES “AS IS” AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

4. Fees; payment; taxes

Sponsor shall pay the Fee in full, in immediately available funds, no later than 7 days before the applicable Event. If Host approves sponsorship fewer than 7 days before the Event, payment is due upon invoice and must clear before the Event begins. Payment instructions appear on Payment & invoicing or on the invoice. Host may accept card, ACH, or wire.

Time is of the essence. Until the Fee has cleared, Host has no obligation to provide deliverables for that Event, and Sponsor is not confirmed on site. If the Fee has not cleared by the due date, Host may cancel Sponsor’s participation in that Event, release the slot, and retain any amounts already paid, in addition to the liquidated amounts in Section 11.

Past-due amounts may accrue a finance charge of the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by California law. Sponsor is responsible for all taxes on the Fee except taxes based on Host’s net income. If Host is required to collect any tax, Sponsor shall pay it in addition to the Fee.

5. Personnel; venue; alcohol; insurance

Included team registrations are those named on the application or event request. Additional guests require Host’s prior consent. Sponsor’s personnel shall complete any required RSVP and shall comply with Host’s Event policies, venue rules, and applicable law, including proof of age of twenty-one (21) years or older where alcoholic beverages are served.

Events are frequently held at third-party venues, including licensed brewery premises. Host is not the alcoholic-beverage licensee, does not control the venue or its staff, and is not responsible for the acts or omissions of the venue, its patrons, or other guests, except to the extent caused by Host’s own negligence or willful misconduct. Sponsor shall not serve alcoholic beverages at an Event unless the venue and California law expressly permit it.

Table, demo, sampling, or signage, if included in the Package, shall comply with venue rules and Host’s layout. Host may relocate or refuse a display that it reasonably determines is unsafe, unlawful, or inconsistent with the Event. Sponsorship does not confer door check-in access unless Host names specific individuals for that Event.

If the Package includes a table, demo, equipment, or sampling, Sponsor shall maintain commercial general liability insurance with limits of not less than one million dollars (US$1,000,000) per occurrence, and shall, upon request, furnish a certificate naming Host and, if required, the venue as additional insureds.

6. Intellectual property

Sponsor hereby grants Host a non-exclusive, royalty-free, worldwide license to use Sponsor’s Marks on Event pages, on-site signage, recaps, newsletters, and related Multiomics Mixer materials, consistent with the logo permission given on the application. Sponsor represents and warrants that it owns or is licensed to grant such rights and that Host’s ordinary exercise of this license will not infringe any third-party right.

Host hereby grants Sponsor a non-exclusive, royalty-free, non-transferable license, solely during the term and solely to state accurately that Sponsor is or was a sponsor of a named Event, to use the Multiomics Mixer name and Event title. Sponsor shall not state or imply that Host endorses Sponsor’s products, services, data, or scientific claims. Multiomics Mixer™ and related Marks are and remain Host’s property. Except as expressly licensed, neither Party grants any other right in its Marks.

7. Guest Data; California privacy

After an Event, Host may disclose Guest Data to Sponsor as a business purpose under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (Civil Code section 1798.100 et seq., “CCPA”). Guests are informed at registration and in Host’s Privacy policy. Host does not sell a general mailing list of all guests to all brands.

Sponsor is a “contractor” with respect to Guest Data within the meaning of Civil Code section 1798.140. Sponsor shall:

• retain, use, and disclose Guest Data solely to follow up professionally in connection with that Event, and not for any other commercial purpose;
• not sell or share Guest Data (as “sell” and “share” are defined in the CCPA), and not combine it with other personal information except as the CCPA permits for contractors;
• not disclose Guest Data to any person outside Sponsor’s organization (including affiliates, agencies, and parent entities) without Host’s prior written consent, except to personnel and service providers who need it and are bound to confidentiality and CCPA restrictions no less protective than this Section 7;
• not add any individual from Guest Data to a general marketing database or ongoing campaign unless that individual has provided consent directly to Sponsor independently of Host;
• implement reasonable security procedures and practices appropriate to the nature of the information, consistent with Civil Code section 1798.81.5;
• comply with applicable obligations under the CCPA and other privacy laws, including providing the same level of privacy protection as required of Host;
• notify Host without unreasonable delay if Sponsor determines it can no longer meet its obligations under this Section 7 or the CCPA;
• upon Host’s reasonable request, delete or return Guest Data (and certify deletion), and allow Host to take reasonable and appropriate steps to ensure that Sponsor uses Guest Data in a manner consistent with Host’s obligations, including to stop and remediate unauthorized use; and
• ensure that Sponsor’s portal Owner is responsible for access by Members and other personnel, including any downloaded files.

8. Conduct; photography; promotional claims

Sponsor’s personnel shall conduct themselves professionally. Harassment, discrimination, and aggressive sales activity are prohibited. Host may deny entry or remove any person, including Sponsor’s personnel, for violation of Event policies or this Section 8. If removal is for Sponsor’s or its personnel’s breach, the Fee for that Event is not refundable.

Host and its designees may photograph and record Events and use such materials to promote Host’s events. Sponsor’s attending personnel may appear. A person who does not wish to be featured shall notify a host on site.

Sponsor is solely responsible for all statements, demonstrations, and materials concerning its products, services, data, or pipeline, including compliance with the Federal Food, Drug, and Cosmetic Act, the Federal Trade Commission Act, and comparable laws. Host does not review, approve, or endorse those claims. Any speaking slot remains subject to Host’s reasonable timing and house rules.

9. Indemnification

Sponsor shall defend, indemnify, and hold harmless Host and its members, managers, officers, employees, contractors, hosts, and volunteers (the “Indemnified Parties”) from and against any third-party claims, demands, damages, losses, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Sponsor’s Marks or materials; (b) Sponsor’s products, demos, samples, or promotional claims; (c) the negligence, willful misconduct, or Event-policy breach of Sponsor or its personnel; (d) Sponsor’s misuse of Guest Data or breach of Section 7; or (e) bodily injury or property damage caused by Sponsor’s equipment or display, except in each case to the extent caused by an Indemnified Party’s negligence, gross negligence, or willful misconduct.

The indemnitee shall give prompt written notice of a claim (provided that failure to give prompt notice relieves Sponsor only to the extent it is materially prejudiced), reasonably cooperate at Sponsor’s expense, and permit Sponsor to control the defense and settlement, except that Sponsor shall not settle any claim that imposes an obligation on, or admits fault by, an Indemnified Party without that party’s prior written consent, not to be unreasonably withheld.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) HOST SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST BUSINESS, LOST DATA, OR LOST GOODWILL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY; (b) HOST’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR ANY EVENT SHALL NOT EXCEED THE FEES SPONSOR ACTUALLY PAID TO HOST FOR THE EVENT GIVING RISE TO THE CLAIM; and (c) Host is not liable for acts or omissions of the venue, other guests, or third-party vendors except to the extent caused by Host’s own negligence or willful misconduct.

NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER CALIFORNIA LAW, including liability for fraud, willful injury to the person or property of another, or violation of law (see Civil Code section 1668), or for death or bodily injury to the extent a limitation is prohibited. This Section 10 does not limit Sponsor’s payment obligations or Sponsor’s indemnification obligations under Section 9.

11. Cancellation; liquidated damages; force majeure

Sponsor may cancel an Event by written notice to hello@multiomicsmixer.com. The Parties agree that Host’s damages from a late cancellation are difficult to ascertain (including lost inventory of limited sponsor slots, signage, and staffing) and that the following amounts are liquidated damages, not a penalty, and are reasonable under California Civil Code section 1671:

• notice more than thirty (30) days before the Event: fifty percent (50%) of the Fee, or, at Host’s option, a credit of that amount toward another Event in the same calendar year;
• notice thirty (30) days or fewer before the Event, failure to appear, or non-payment by the due date in Section 4: one hundred percent (100%) of the Fee.

Host may modify an Event’s date, venue, capacity, or format and shall give Sponsor notice by email. If Host cancels an Event other than for Sponsor’s breach or force majeure, and does not offer a reasonably comparable replacement in the same metropolitan area within twelve (12) months, Host shall refund the unused Fee for that Event.

Neither Party is liable for delay or failure to perform (other than payment obligations then due) caused by circumstances beyond its reasonable control, including fire, flood, earthquake, epidemic or public-health order, war, terrorism, civil disturbance, labor dispute, failure of utilities or transportation, or loss of a venue (a “Force Majeure Event”). If a Force Majeure Event prevents an Event, Host may postpone or cancel; Sponsor’s sole remedy is a credit toward a future Event, and Host shall not be liable for consequential damages.

12. Confidentiality

Each Party shall keep confidential the other Party’s non-public information, including unpublished guest counts, Guest Data, invoices, and Event operations, and shall use it only to perform this Agreement. This obligation does not apply to information that is or becomes public through no breach, that the receiving Party already rightfully knew, that is independently developed without use of the confidential information, or that is required to be disclosed by law, provided the receiving Party gives reasonable prior notice if legally permitted.

13. Term; termination

This Agreement commences on the Effective Date and continues until terminated. Either Party may terminate this Agreement for convenience upon thirty (30) days’ written notice, provided that an approved Event whose Fee has been invoiced remains subject to Section 4 and Section 11. Either Party may terminate immediately upon written notice if the other Party materially breaches and fails to cure within fifteen (15) days after notice (or immediately if the breach is not reasonably curable). Sections 6 (as to surviving licenses of past Events), 7, 9, 10, 12, 14, and 15 survive termination.

14. Relationship; assignment

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, franchise, or employment relationship, and neither Party may bind the other. Sponsorship is non-exclusive unless Host agrees otherwise in writing. Sponsor shall not assign this Agreement without Host’s prior written consent, except to a successor of all or substantially all of Sponsor’s business or assets, provided the successor assumes this Agreement in writing. Host may assign this Agreement to an affiliate or to a successor of the Multiomics Mixer series. Any attempted assignment in violation of this Section 14 is void.

15. Miscellaneous

Notices. Notices shall be in writing and are effective when sent by email (on the next business day if sent after 5:00 p.m. Pacific Time) to hello@multiomicsmixer.com and to the contact and billing emails on Sponsor’s application or company profile, or to such other address as a Party designates by notice.

Entire agreement. This Agreement, together with each approved Event request and invoice, constitutes the entire agreement of the Parties as to sponsorship and supersedes all prior or contemporaneous proposals and representations on that subject. It controls over website marketing copy. Host’s Terms of service, Privacy policy, and Event policies apply to use of the website and to attendance; if they conflict with this Agreement on Fees, deliverables, Guest Data, or cancellation, this Agreement controls.

Amendment; waiver; severability. No amendment is effective unless in a writing (including email) acknowledged by both Parties, except that Host may update the public text of this Agreement for future acceptances by publishing a new version. A waiver must be in writing and is not a continuing waiver. If a court of competent jurisdiction holds any provision unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed, and the remainder shall continue in effect.

Construction. Headings are for convenience only. “Including” means “including without limitation.” This Agreement shall not be construed against the drafter. The Parties may execute this Agreement by electronic means in counterparts, each of which is deemed an original.

Governing law; venue; fees. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles that would require the application of the laws of another jurisdiction. The state and federal courts located in the State of California shall have exclusive jurisdiction over disputes arising out of this Agreement, and each Party consents to personal jurisdiction and venue in those courts. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs, as provided by Civil Code section 1717. THE PARTIES DO NOT WAIVE THE RIGHT TO A JURY TRIAL.