Sponsorship Agreement

This Agreement relates to Sponsor’s sponsorship of the California Association of Mortgage Professionals (“CAMP”). By applying to become a sponsor of CAMP, Sponsor agrees to the terms and conditions set forth in this

Agreement. Upon acceptance by CAMP of Sponsor’s Application for Sponsorship, the application together with the following terms and conditions form a binding contract between CAMP and Sponsor.

Sponsor shall pay to CAMP a Sponsorship Fee in the amount and manner specified in the Sponsorship Application for the sponsorship level or opportunity selected by Sponsor. It is understood and agreed that Sponsor’s sponsorship of CAMP is not contingent upon any specific event attendance levels, brand exposure, business opportunities or contacts with CAMP members or non-members. The payment schedule for the Sponsorship Fee is set forth in the Application.

During the term of this Agreement, CAMP will identify and acknowledge Sponsor as a sponsor of the California Association of Mortgage Professionals at the level identified on the Sponsorship Application. Such identification and acknowledgment may include, without limitation, displaying Sponsor’s corporate logo and certain other identifying information [as permitted in connection with qualified sponsorship payments under Section 513(i) of the Internal Revenue Code of 1986 (“IRC”) and applicable Treasury regulations thereunder] on the CAMP website, in connection with CAMP events, and on other appropriate promotional media and materials as CAMP deems appropriate in its sole and absolute discretion. For sponsorship opportunities/levels that include meeting, speaking and/or exhibition space at a CAMP event, as outlined in the Sponsorship Application, CAMP will process such requests on a first come/first served and space-available basis. Availability will be limited. Additional charges or expenses may be incurred by Sponsor outside of the Sponsorship Fee in connection with meeting, speaking and/or exhibition at a CAMP event based on actual use (e.g., electricity, A/V, etc.). If Sponsor’s sponsorship level includes a specified number of complimentary registrations for a CAMP event, complimentary badges will be issued in the name of designated Sponsor employees only, and may not be traded to, and/or used by, nonemployees or non- registrants. If CAMP finds that Sponsor’s complimentary badges are traded or otherwise used improperly, CAMP may, at its discretion, seize the badges, expel Sponsor personnel from the event, and/or prohibit Sponsor from future sponsorship opportunities.

Sponsor acknowledges and agrees that the total Sponsorship Fee is intended to be a “qualified sponsorship payment” within the meaning and for the purposes identified in Section 513(i) of the Internal Revenue Code of 1986 (“IRC”), and all regulations promulgated thereunder. CAMP’s obligations to Sponsor are limited to the extent necessary for the total Sponsorship Fee to fall within the definition of a qualified sponsorship payment. To the extent any portion of a payment under this Agreement would not (if made as a separate payment) be deemed a qualified sponsorship payment under the IRC, such portion of the payment will be deemed and treated as a separate payment.

CAMP is a qualifying 501(c)6 organization that regularly conducts, as one of its substantial exempt purposes, qualified conventions and trade shows. The Internal Revenue Code of 1986 (“IRC”) provides that certain traditional convention and trade show activities carried on by a qualifying organization in connection with a qualified convention or trade show will not be treated as an unrelated trade or business, and income from such activities will not be subject to tax under IRC Section 511. A portion of Sponsor’s Sponsorship Fee is allocated for the rental of display space at one or more CAMP qualified conventions or trade shows. This portion of the Sponsorship Fee is not a qualified sponsorship payment under Section 513(i) of the IRC and will therefore be treated as a separate payment from the qualified portion of the Sponsorship Fee. At all times, Sponsor’s participation in CAMP’s conventions and trade shows is subject to the terms and conditions for sponsoring and exhibiting at such, which may be established and modified from time to time by CAMP at its sole discretion.

CAMP will not include any advertising for Sponsor’s products or services in any materials published or otherwise distributed by CAMP, or in any written or oral communications from CAMP. Relevant regulations define “advertising” as any message or material, regardless of how it is published or disseminated, that promotes or markets the sponsor’s trade or business or any of its services, facilities, or products. It includes any message that contains qualitative or comparative language, price information or indications of savings or value, an endorsement, or an inducement to buy, sell, or use any company, service, facility or product. A single message that contains both advertising and a corporate sponsorship acknowledgment will be treated as advertising. Therefore CAMP is responsible for ensuring that any and all materials and communications include only value-neutral descriptions of Sponsor’s products or services; and such materials and communications omit any qualitative or comparative language about or relating to Sponsor’s products or services, any price information about Sponsor’s products or services, any indications of savings or value to be derived from Sponsor’s products or services, and any inducement to purchase Sponsor’s products or services. To the extent that any portion of the total sponsorship amount would not (if made as a separate payment) be deemed a qualified sponsorship payment under Section 513(i) of the IRC, such disqualified portion will be treated as a separate payment from any qualified portion.

Sponsor hereby grants CAMP a limited, revocable, nonexclusive, worldwide and royalty free license to reproduce, display and otherwise use Sponsor’s name, logo and mark(s) for the sole purpose of identifying and acknowledging Sponsor’s sponsorship of CAMP in accordance with this Agreement. Sponsor shall provide CAMP all necessary logos and other information, content and materials (in printed, electronic and/or other form) for use in connection with its sponsorship of CAMP. CAMP will display Sponsor’s name, logo and mark(s) in a professional manner and in the form and format in which they are provided by Sponsor. However, the placement, form, content, appearance, and all other aspects of such Sponsor’s identification and acknowledgement under this Agreement shall be determined by CAMP in its sole but reasonable discretion. CAMP hereby grants to Sponsor a limited, revocable, nonexclusive, worldwide and royalty free license to use CAMP’s name, logo and mark(s) for the sole purpose of promoting Sponsor’s sponsorship of CAMP during the Term of this Agreement. Each party’s name, logo and mark(s) are and will remain at all times the sole and exclusive property of the licensing party. Neither party alter the other party’s mark(s) in any way or take any action that would jeopardize the other party’s rights or exclusive ownership and control over the party’s mark(s). Nothing in this Agreement grants either party a license to use or display the other party’s name, logo or mark(s) in any way or for any purpose other than in connection with this Agreement. Each party’s license to use the other party’s name, logo and mark(s) will terminate automatically upon termination of this Agreement.

For sponsorship opportunities/levels that include the opportunity to speak at a CAMP event or through a CAMP platform (e.g., webinar), as outlined in the Sponsorship Application, CAMP accepts no liability for advice given, or views expressed by any Sponsor or in any material(s) provided by Sponsor to attendees of such event or presentation. Sponsors participating in a speaking session or panel discussion are responsible for submitting all topics of discussion and an outline of general session content at least ninety (90) days prior to the start of the event. Any slides, videos, graphics, etc. must be made available for review by CAMP no later than thirty (30) days prior to the start of the event. CAMP reserves the right, in its sole discretion, to cancel and replace in the event schedule any speaking session or panel discussion if Sponsor fails to adhere to either of the above terms and conditions regarding advance review of session topics and contents. All determinations regarding the time and location of speaking sessions at any CAMP event, including the scheduling of concurrent sessions, are at the sole discretion of CAMP.

CAMP reserves the exclusive right to capture photographs, audio and video recordings through the entirety of all CAMP events, including without limitation, the exhibition hall / tradeshow floor and all speaking sessions. Sponsor grants CAMP and its respective agents permission to capture images and/or audio/video recordings of Sponsor and his/her/its associates, employees, officers, directors, or agents for the duration of any and all CAMP events Sponsor participates in and to use and distribute (both now and in the future) photographs, videos, electronic reproductions, and audio recordings of any sessions, events and activities that include Sponsor and his/her/its associates, employees, officers, directors, or agents’ image or voice without advance notice or compensation. Although CAMP appreciates coverage and promotion of its events, publication of any photographs, audio and/or video recordings of any portion of any CAMP event by Sponsor is strictly prohibited without the prior written permission of CAMP.

Sponsor shall, at its sole expense, carry and keep in full force and effect at all times during the term of this Agreement appropriate levels of insurance applicable to its activities under this Agreement.

To the maximum extent permitted by law, Sponsor shall indemnify, defend, and hold harmless CAMP, the conference/event organizer(s), any conference hotel(s), convention center(s) or other venue(s) where the conference/event is being held, and the respective employees, officers, directors, agents, attorneys, affiliates and subsidiaries of each of the foregoing, against all claims, losses, and damages to persons or property, governmental charges or fines, and costs, including reasonable attorneys’ fees, arising out of or in connection with any intentional, reckless or negligent actions by Sponsor or his/her/its associates, employees, officers, directors, or agents, or the failure of Sponsor or his/her/its associates, employees officers, directors or agents to strictly adhere to the terms of this Agreement, applicable laws, hotel/convention center rules and regulations, and any reasonable on-site directives from CAMP.

Under no circumstance will CAMP be liable to Sponsor for any special, incidental or consequential damages, including without limitation lost income, profits or opportunity, whether based on breach of contract, tort (including negligence), or otherwise, and regardless of whether CAMP has been advised of the possibility of such damages. In connection with any act, error, or omission that CAMP may be held legally responsible for, CAMP’s liability to Sponsor for actual damages may not exceed the Sponsorship Fee actually paid to CAMP by Sponsor in connection with this Agreement.

This Agreement will govern the relationship between the parties in all respects. Unless expressly agreed to in writing by CAMP, no other terms or conditions appearing in contracts, orders or otherwise will be binding on CAMP. Nothing in this contract or in the parties’ carrying out of their respective obligations hereunder should be understood or construed as creating any agency, partnership, joint venture or other similar relationship between the parties. Neither party may make any claims, representations, warranties or other statements on behalf of the other party or attempt to bind the other party in any way to any obligation not specifically outlined in this Agreement. The true relationship between the parties will always be strictly that of independent contractors. Nothing in this advertising contract should be understood or construed as creating any exclusivity as it pertains to either party’s obligations to the other.

This Agreement and Sponsor’s sponsorship of CAMP will commence upon CAMP’s acceptance of Sponsor’s Sponsorship Application and will terminate at the earlier of the conclusion of the CAMP event(s) to which the sponsorship opportunity/level is connected or the end of the calendar year of this Agreement. CAMP will be harmed financially if Sponsor seeks to terminate this sponsorship early or fails to pay the Sponsorship Fee in full after a Sponsorship Application is accepted. The Sponsorship Fee, once paid, is non-refundable, except as provided for under this Agreement. CAMP may terminate Sponsor’s sponsorship at any time upon delivery of written notice if, in CAMP’s reasonable discretion Sponsor engages in any conduct that exposes CAMP to public disrepute, contempt, scandal or ridicule, or which otherwise harms or risks harming the reputation or goodwill of CAMP. If CAMP terminates Sponsor’s sponsorship under this section, CAMP’s total liability to Sponsor is limited to a pro-rated refund of the Sponsorship Fee paid by Sponsor to CAMP in connection with this Agreement.

All CAMP events are subject to, without limitation, acts of God; declarations of war; government regulation or other measures taken by a governmental authority; credible threats or acts of terrorism affecting modes of transportation or the location of the event; hurricanes, fires, floods, earthquakes or other natural disasters; strikes, protests or civil disorder or unrest proximate to the event location; curtailment of transportation facilities; pandemics; diseases; or any other emergency outside of CAMP’s reasonable control, which could make it illegal, impossible or commercially impracticable for an event to take place as scheduled. Under such circumstances, CAMP may, in its sole and absolute discretion, postpone, reschedule, convert the event to a virtual format or cancel the affected event entirely. If an event is postponed, rescheduled, converted to a virtual format or cancelled altogether pursuant to this section, CAMP shall, in its sole discretion, determine a fair and equitable method for refunding or crediting Sponsor for all or an appropriate portion of the Sponsorship Fee paid, taking into consideration all relevant factors. Under no circumstance will CAMP be liable to Sponsor for any damages, costs, losses or expenses of any kind incurred by Sponsor as a result of any event cancellation, postponement, rescheduling or conversion to a virtual format under this section.

This contract shall be governed by and construed in accordance with the laws of the State of California. Any civil action or proceeding arising out of or related to this contract or Sponsor’s participation at any CAMP event must be brought in the state or federal courts in the State of California. Each party hereby irrevocably consents to the jurisdiction and venue of the aforementioned courts and waives any objection to the commencement of any civil action or proceeding in such courts.

If a dispute arises and any legal action is initiated by either party concerning this Agreement or Sponsor’s participation at any CAMP event, the prevailing party is entitled to reimbursement from the other party for all costs, expenses and reasonable attorneys’ fees incurred by the prevailing party in connection with such action.

This agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one document. The agreement may be signed and delivered by fax, email or other electronic delivery of signature (including pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000). Electronic signatures and electronic copies of wet ink signatures will have the same force and effect as an original wet ink signature.

This advertising contract constitutes the entire agreement between the parties with regard to advertising in CAMP’s digital magazine. This contract supersedes any previous agreements between the parties, whether oral or written, with respect to the same subject matter. No part of this agreement may be modified, waived, or changed except in writing signed by both parties.