These Terms and Conditions (the “Terms”) govern the sponsorship of the RP Elevate event taking place on September 29–30, 2025, in Dallas, TX (the “Event”). The Event is organized and produced by The N2 Company d/b/a Real Producers® and its affiliates (collectively, “Organizer”). The sponsor (“Sponsor”) is identified in the accompanying Order Form (the “Order”). Together, the Order and these Terms constitute the entire agreement (the “Agreement”) between Organizer and the Sponsor (each a “Party” and together, the “Parties”).

1. Sponsorship. Organizer, as the Event’s organizer and producer, hereby engages Sponsor, and Sponsor hereby accept such engagement, to be a sponsor of the Event.
2. Sponsorship Benefits and Level. In consideration of Sponsor’s payment of the Sponsorship Fee, and/or the timely performance of any Sponsorship Obligations listed in the Order, Organizer agrees to provide Sponsor the Sponsorship Benefits, including sponsorship level, listed in the Order.
3. Sponsorship Fee and other Sponsor Obligations.
   1. In consideration of Organizer’s provision of the Sponsorship Benefits and other undertakings hereunder, Sponsor will: (i) pay Organizer the Sponsorship Fee set forth in the Order, and (ii) timely perform any Sponsorship Obligations listed in the Order.
   2. Sponsor must: (1) respond promptly to any Organizer request for direction, information, or approvals that are reasonably necessary for Organizer to perform hereunder; and (2) provide such materials, content or information as Organizer may reasonably request to perform hereunder in a timely manner.
4. License Grants.
   1. Sponsor hereby grants Organizer a non-exclusive, non-transferable, non-sublicensable right and license to use Sponsor’s marks as necessary to provide the sponsorship benefits during the term of this Agreement.
   2. Organizer hereby grants Sponsor a non-exclusive, non-transferable, non-sublicensable right and license to use Organizer’s relevant marks in Sponsor’s advertising, marketing, and promotional materials in all formats and media, including on Sponsor’s website, mobile apps, and social marketing pages on third-party websites and mobile apps, to identify and promote Sponsor’s association with, and Sponsor’s status as a sponsor of, the Event.
   3. Each Party agrees to use the other Party’s mark(s) in a manner that upholds and does not tarnish, disparage, or otherwise adversely affect the reputation, distinctiveness, or goodwill associated with such marks. Neither Party shall use the other Party’s marks in any manner that is misleading, defamatory, obscene, or otherwise objectionable, and each party shall comply with any reasonable brand guidelines or usage requirements provided in writing by the other party.
5. Payment Terms.
   1. Unless otherwise specified in the Order Form, half of the Sponsorship Fee is due upon execution of this Agreement and the other half is due 90 days before the Event. If paying by credit card, Sponsor authorizes the Sponsorship Fee charge(s). Sponsor may not withhold payment for any reason, including a dispute between Sponsor and Organizer.
   2. Sponsor must pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of 1.5% per month or the highest legal rate. All rates are exclusive of sales taxes (or any other similar taxes) on amounts payable by Sponsor hereunder. Sponsor is responsible for payment of all federal or state taxes on the sale of ad space and services. Any applicable sales taxes (or other similar taxes) for which Sponsor are responsible will be separately stated on Sponsor’s monthly invoice.
6. Event Obligations. At its own cost and expense, Organizer will:
   1. Create, program, advertise, market, promote, produce, and manage the Event using reasonable discretion and care; and
   2. Comply with all licenses, permits, and approvals required by applicable law in connection with the Event.
7. Sponsor Representations; Indemnification.
   1. Organizer accepts all sponsorships and sponsor-provided content, including those for which Organizer has provided creative services, subject to Sponsor’s representations that Sponsor is familiar with all laws and regulations applicable to Sponsor’s sponsorship, and that such sponsorship will not violate any law or third-party right (e.g., any intellectual property right). Organizer will not perform a legal review of Sponsor’s sponsorship, and Sponsor remains solely responsible for legal and regulatory compliance.
   2. In consideration of Organizer organizing the Event, Sponsor will indemnify Organizer from and against any losses and expenses (including attorney’s fees) relating to Sponsor’s sponsorship or participation, including those arising from third-party claims or suits for infringement, violation of privacy or publicity rights, negligence, or from any and all claims or regulatory breaches.
8. Organizer’s Discretion.
   1. Organizer may reject sponsorship content that it considers misleading, distasteful, illegal, or otherwise inappropriate. Organizer may alter any Sponsor material to make it conform to applicable specifications.
   2. Organizer reserves the right to determine (and may change at any time) the design, format, location, speakers, and other details of the Event. If Organizer notifies Sponsor that the Event is being cancelled, Sponsor’s obligations hereunder will immediately terminate, and such cessation will not constitute a breach of this Agreement by Organizer, provided that Organizer refunds any monies paid in advance.
9. Booth Exhibitor Terms. Sponsors with exhibit space (“Exhibitors”) must comply with the following terms:
   1. Setup, Maintenance, and Tear-Down: Exhibitors must adhere to the setup and tear-down schedule provided in any Event guidelines and rules provided by Organizer. Late setup may result in forfeiture of the space without refund, and early tear-down requires written approval from the Organizer.
   2. Exhibit Safety and Operations: Exhibitors must ensure their space and activities are safe for all attendees and in compliance with all applicable laws and venue rules. Operable equipment must be properly secured.
   3. Exhibit Presentation: Exhibitors must maintain a professional and tasteful appearance of their space, as determined by the Organizer. Aisles and common areas must remain clear of exhibit materials or signage without prior written approval.
   4. Third-Party Contractors: Exhibitors may not use third-party contractors within the event space without the Organizer’s prior written consent.
   5. Dismantling: Exhibits must be dismantled and removed by the times listed in event guidelines and rules provided by Organizer. Exhibitors are responsible for securing their materials during setup, display, and dismantling.
   6. Compliance and Removal: The Organizer reserves the right to restrict or remove any exhibit, material, or personnel deemed unsafe, inappropriate, or non-compliant with applicable laws or event guidelines and rules provided by Organizer. Exhibitors must promptly comply with all Organizer instructions.
10. Omissions, Mistakes and Makegoods. In the event Sponsor’s sponsorship is materially omitted on event collateral or promotion, Organizer will offer a discretionary make-good of equivalent value at no additional cost to Sponsor (“Makegood”), which will be Sponsor’s only remedy, and Organizer’s sole liability, for the omission or error.
11. Organizer’s Liability; Limitation of Liability; Disclaimer and Waiver.
    1. ORGANIZER WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER RELATED TO CONTRACT BREACH, TORT, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER ORGANIZER WAS ADVISED OF POSSIBILITY OF SUCH DAMAGE. ORGANIZER’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT, WHETHER RELATED TO CONTRACT BREACH, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF AMOUNTS PAID TO ORGANIZER UNDER THIS AGREEMENT PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    2. ORGANIZER DOES NOT WARRANT THE NUMBER OF RESPONSES TO YOUR SPONSORSHIP, THE NUMBER OF PERSONS WHO WILL SEE IT, OR ANY OTHER BUSINESS BENEFIT.
12. Term; Termination.
    1. The term of this Agreement commences when the Order is signed by both Parties (“Effective Date”) and, unless terminated earlier pursuant to any express provisions of this Agreement, will continue in effect until completion of the Event and the obligations hereunder.
    2. In addition to Organizer’s rights under Section 8[b], Organizer may terminate this Agreement at any time, with or without notice, for Sponsor’s failure to make payment when due and owing or for Organizer’s convenience.
    3. Sponsor may terminate this Agreement immediately upon written notice if Organizer commits a material breach and fails to cure such breach within 30 days of receiving written notice of the breach.
13. Organizer’s Remedies. If Sponsor does not pay all charges by 30 days after the due date, fails to meet any obligation under this Agreement, or any representation is or becomes untrue, Organizer may, without notice: (i) require Sponsor to immediately pay all unpaid amounts Sponsor owes, (ii) remove Sponsor’s sponsorship, (iii) suspend or terminate any services, (iv) recover all collection costs and reasonable attorney’s fees, and (v) exercise any other rights or remedies available at law or in equity. If Sponsor breaches this Agreement, Organizer will have no duty to mitigate damages by selling sponsorship the same or similar to that purchased by Sponsor under this Agreement.
14. Force Majeure. Neither party will be held responsible for delays or failures to perform obligations under this Agreement caused by events beyond their reasonable control, including acts of God, natural disasters, war, terrorism, government actions, labor disputes, pandemic, epidemic, or infrastructure failures (“Force Majeure“). The affected party must promptly notify the other in writing, provide an estimate of the impact and duration, and make diligent efforts to resume performance as soon as possible. This provision does not limit the Event Organizer’s rights to terminate this Agreement for reasons outlined elsewhere, even if related to a Force Majeure event.
15. Choice of Law and Forum. Texas law governs this Agreement, and the state or federal courts located in Dallas County, Texas are the sole and exclusive jurisdiction for any legal suit, action, or proceeding arising out of or relating to this Agreement. Sponsor and Organizer irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
16. Entire Agreement. This Agreement is the only understanding between Sponsor and Organizer, and it supersedes and excludes any understandings or representations, whether written or oral, that may have come before or during it. If conflict between these Terms and the Order, these Terms govern.
17. Miscellaneous. If a court finds any term invalid, illegal or unenforceable, such defect shall not prejudice this Agreement’s other terms. A signed writing is required to modify, amend, or waive any term of these Terms. Any delay in, or partial exercising of, rights is not a waiver. Sponsor cannot assign Sponsor’s rights or duties without Organizer’s written consent; Organizer may assign its rights or duties to any third party.