Terms & Conditions

Better Bites Food Forum 2026 – Attendee Terms & Conditions

These Attendee Terms and Conditions (“Terms”) govern your registration, attendance, and participation at the Better Bites Food Forum (“Event”), organized by TI Solutions Inc. d/b/a Trusted Influence (“Organizer”). By purchasing a ticket or attending or participating in the Event, you accept and agree to be bound by these Terms. Attendee must not purchase a ticket or participate in the Event in any capacity if he/she does not agree to these Terms. As used herein “you” and “your” means the individual registering for, participating in, or purchasing a ticket to the Event (as may be hereinafter referred to as “Attendee”). 


EVENT MANAGEMENT 

  1.  Registration. Tickets are personal, non-transferable, and valid only for the named Attendee. 
  2. Event Conduct. Organizer reserves the right to refuse admission to or remove any Attendee whose conduct is disorderly, disruptive, harassing, vulgar, obscene, indecent, defamatory, hateful, or otherwise offensive (including consisting of disparaging statements or opinions) or who fails to follow any of Organizer’s rules and direction including these Terms and the Code of Conduct (as defined below), as determined by Organizer in its sole discretion and without refund to Attendee. 
  3. Event Planning. The Event schedule may change without notice. Organizer does not guarantee the attendance of any sponsor, exhibitor, or speaker, or that any scheduled event will take place, particularly in the event of any natural or public disaster, insufficient participation or sponsorship, government regulation or shutdown, necessary venue construction, labor controversy, civil disturbance, acts or threats of terrorism, armed conflict, or similar reasons beyond its reasonable control. Organizer will not be liable and no reimbursement will be made in the event of a cancellation or modification of times, dates, sessions or events. 
  4. Badges. Badges will be required for admittance to the Event, and Attendees will be required to present identification to receive a badge at the Event check-in area before entering the Event. Attendees must wear and keep visible their official badge at all times while at the Event and during ant activity associated with the Event. Badges may not be shared or exchanged with any person. Proof of identity may be requested. 
  5. Code of Conduct. The Better Bites Forum is committed to providing a welcoming, safe, and harassment-free experience for all participants. Harassment, discriminatory language, intimidation, or disruptive behavior will not be tolerated. Attendees must comply with Organizer’s Code of Conduct, venue rules, and all applicable laws. Organizer may revoke an Attendee’s badge and deny participation without refund for violations. 
  6. Health & Safety. Attendees must comply with all health and safety protocols issued by Organizer, venue management, or local authorities (including food safety, crowd control, and public health requirements). Organizer may impose requirements such as mask-wearing, vaccination, or testing in its discretion. Attendees are expected to respect any protocols that have been put in place for the Event and act responsibly. 
  7. Security and Property. Organizer reserves the right to take any security measures that it deems necessary to increase the safety of attendees and exhibitors without prior notice. You should not leave bags or other property unattended. Unattended property may be removed from the Event venue, and Organizer will not be responsible for any loss or damage of any kind relating to such removal. Event management may conduct security checks at any time during the Event, including, but not limited to, inspections or scans of any Attendees’ or exhibitors’ person and/or their clothing, bags, containers, and other items. Firearms, explosives, and other weapons and hazardous materials that could be used to cause injury to another attendee are strictly prohibited at the Event venue. 
  8. Product Sampling. Product samples are offered at the Event by Event sponsors and exhibitors at their discretion. All product sampling is at Attendee’s own risk. Attendees must be 21 years or older to consume alcohol and 18 years or older to sample certain products, as required by law or Organizer’s policies. Organizer is not responsible for any adverse reactions, allergens, or product claims resulting from product sampling or otherwise. 




PERSONAL INFORMATION, MEDIA & RECORDINGS. 

  1. Recordings. Attendee acknowledges and agrees that the Event is a public event and that Attendee has no expectation of privacy with regard to your actions or conducts at the Event. By attending, Attendee expressly consents to being photographed, filmed, or recorded by Organizer, Sponsors, their agents, and approved media. Such content may be used in any media worldwide, in perpetuity, without compensation. Attendee hereby irrevocably agrees and consents that Organizer  has the right to record, transcribe, modify, perform, reproduce, display, distribute, and transmit in any form and for any purpose Attendee’s name, company name, voice, picture, photograph, portrait, and other reproductions of Attendee’s likeness (collectively, Attendee’s “Image”) at the Event in connection with: (a) any advertising or promotional content and materials; (b) sharing with Organizer’s subsidiaries and affiliates, and marketing service providers; and (c) for any other lawful purpose including by posting on public websites without any compensation to Attendee. However, Organizer is not obligated to make any use of Attendee’s Image, or exercise any of the rights granted to it. Attendee also agrees that its Image may appear in photos of the Event that are made available to Attendee, other attendees of the Event, and the public, and Organizer may retain and distribute those photos. Personal photography and recordings for private use are generally permitted, except in restricted areas or where signage prohibited. Commercial recording, live streaming, or press coverage requires prior written approval from Organizer. 
  2. Press & Media Access. Press credentials must be obtained separately. Attendees without press credentials may not conduct interviews, professional photography, or video production for publication. Organizer reserves the right to revoke media privileges at any time. 
  3. Privacy & Data. By registering, Attendees consent to Organizer’s collection and processing of personal data and information. Organizer will handle Attendee’s personal information collected during registration in accordance with its Privacy Policy available at https://trustedinfluence.com/privacy-policy/. Attendee agrees that Organizer may use Attendees registration information to send update and survey regarding the Event. Attendee also agrees that Organizer may share Attendee’s personal information with Sponsors, partners, and third-party services providers to process Attendee’s registration. Such Sponsors, partners, and third party providers may have their own privacy policies that apply to their processing of Attendee’s personal information. 
  4. REFUNDS, POSTPONEMENT & CANCELLATION. All ticket purchases are final and non-refundable, except as required by law. If the Event is postponed, tickets will automatically transferred to the rescheduled date. If the Event is cancelled, Organizer’s sole liability is limited to the refund of the ticket purchase price. There are no refunds for no shows 
  5. ASSUMPTION OF RISK & LIABILITY. Attendee acknowledges and understands that participation in the Event is voluntary and involves risks that cannot be eliminated regardless of the care taken to avoid injuries. Attendee agrees to indemnify, release, and hold harmless Organizer, its officer, directors, employees, vendors, partners, agents, and contractors from and against any and all alleged and actual third party claims, actions, lawsuits, damages, and losses of any kind, including reasonable attorneys’ fees, which arise out of or result from Attendee’s participation in or attendance at the Event, including but limited to property damage and personal injuries, illness, death, or other physical loss, whether or not foreseeable. Organizer is not liable for indirect, incidental, or consequential damages. Organizer’s total liability shall not exceed the ticket purchase price. Attendees are responsible for their own property and personal safety. 




GENERAL PROVISIONS 

  1. Governing Law. These Terms and any claims or disputes arising hereunder are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. 
  2. Severability. If any provision of these Terms is for any reason found to be invalid or unenforceable, the remainder shall continue in full force and effect to the fullest extent permitted by law. 
  3. Entire Agreement. These Terms and their incorporated documents constitute the complete and exclusive understanding and agreement of the parties and supersede all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. 
  4. Modification. Organizer may update these Terms at any time without prior notice to Attendee, and the updated version will apply immediately. 



Better Bites Forum 2026 – Key Ticket Terms
By purchasing a ticket, you agree to the Better Bites Forum Attendee Terms & Conditions. Key terms include: 

  • Tickets are personal & non-transferable. Valid ID and official badge required for entry. 
  • Code of Conduct applies. Harassment, discrimination, or disruptive behavior will not be tolerated; violators may be removed without refund. 
  • Health & Safety. You must follow all safety protocols, venue rules, and applicable laws. 
  • Product Sampling at Your Own Risk. You must be 21+ for alcohol and certain products; Organizer is not responsible for allergens or reactions. 
  • Recording & Photography. By attending, you consent to being photographed/recorded for promotional use. Commercial recording requires prior approval. 
  • Privacy and Consent. Your registration data may be shared with Sponsors and partners in compliance with privacy laws. By registering for this event, you acknowledge and consent to the collection and use of your registration information—including your name and contact details. You further agree that this information may be shared with event sponsors and partners for purposes including, but not limited to, networking, promotional outreach, marketing, and post-event follow-up. 
  • No Refunds. All sales are final. If postponed, tickets roll over. If cancelled, only the ticket price will be refunded. 
  • Assumption of Risk. You attend at your own risk. 

Sponsorship and Event Terms and Conditions

These Sponsorship and Event Marketing Terms and Conditions (“Terms and Conditions”), and the separately executed Sponsorship Agreement, including Exhibit A attached thereto, entered into by and between Organizer and Sponsor (“Sponsorship Agreement,” and collectively with these Terms and Conditions and the Policies, the “Agreement”), into which these Terms and Conditions are incorporated by reference, constitute a binding agreement between Organizer and Sponsor. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Sponsorship Agreement.

1. Term

The Agreement shall commence on the Effective Date of the Sponsorship Agreement and shall remain in force until the conclusion of the Better Bites Summit and the parties’ fulfillment of their respective obligations under the Agreement (the “Term”), unless earlier terminated as permitted herein.

2. Obligations of Sponsor

2.1. Sponsorship Fee. Sponsor will pay Organizer the fee set forth in the Sponsorship Agreement in accordance with the payment schedule stated therein (the “Sponsorship Fee”). Sponsor agrees that the Sponsorship Fee is non-refundable. If Sponsor fails to timely pay any amounts when due, Organizer may:

(a) charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by applicable law; and

(b) suspend its performance under this Agreement and all Sponsorship Benefits.

2.2. Additional Costs. Sponsor is solely responsible for all its costs and expenses related to its participation in the Better Bites Summit. This includes all activation, exhibition, and marketing costs in addition to the Sponsorship Fee. Organizer shall only provide the location for the Better Bites Summit. For example, Sponsor is responsible for costs related to: product sampling, shipping, table setup, signage, staff accommodations, transportation, and any fees/per diem/lodging of Sponsor’s employees, independent contractors, staff, guests, influencers, or panelists brought by Sponsor.

2.3. Sponsor Deliverables & Deadlines. Sponsor shall deliver all required materials (logos, creative assets, product shipments, staffing lists, Certificates of Insurance) by deadlines established by Organizer. Organizer reserves the right to withhold or reduce Sponsorship Benefits if deliverables are late, incomplete, or non-compliant.

 

2.4. Brand & Creative Approvals. All sponsor materials, signage, digital creative, giveaways, and on-site activations must be pre-approved in writing by Organizer. Organizer may remove or refuse any content deemed inconsistent with the professional standards or reputation of Organizer or the Better Bites Summit, at Sponsor’s sole expense.

 

2.5. Sampling, Food & Beverage. Sponsor assumes full responsibility for compliance with all applicable laws, venue policies, and health regulations regarding product sampling and distribution. Alcoholic beverages may not be served or distributed without Organizer’s prior written approval and proof of applicable licenses/permits. Sponsor shall provide allergen and ingredient disclosures where required by law. Sampling is conducted at Sponsor’s sole risk.

 

2.6. Code of Conduct Compliance. Sponsor and its representatives must comply with the Organizer’s Code of Conduct at all times. Sponsor shall ensure its employees, contractors, influencers, and agents refrain from harassment, offensive conduct, or inappropriate attire. Violations may result in removal of Sponsor’s booth or personnel without refund.

 

2.7. Press & Media. Sponsors may photograph or record only their own activation spaces. Press interactions must be coordinated through Organizer’s designated media contact. Sponsors are prohibited from soliciting payment from press in exchange for coverage.

 

2.8. Confidentiality & Public Announcements. Sponsors shall not disclose Sponsorship Fees or the terms of the Agreement publicly without Organizer’s prior written consent. Sponsor may acknowledge itsparticipation as a sponsor, but press releases, joint announcements, or influencer campaigns tied to the Better Bites Summit require Organizer’s approval.

 

2.9. Exclusivity & Conflicts. Unless explicitly granted in writing, sponsorships are non-exclusive. Sponsors may not host competing off-site activations, hospitality events, or marketing within a three-mile radius of the Better Bites Summit venue during the dates of the Better Bites Summit without Organizer’s prior written approval.

 

 

 

2.10. Remedies & Termination. Organizer may suspend or terminate the Agreement and any sponsorship rights hereunder if Sponsor fails to make timely payments, violates the terms of the Agreement, engages in conduct harmful to the reputation of the Better Bites Summit or Organizer, or fails to comply with any applicable health, safety, or legal requirements. In such cases, all amounts paid shall be forfeited.

3. Sponsorship Rights and Benefits

Subject to Sponsor’s full compliance with all obligations herein, Organizer will provide to Sponsor the Sponsorship Benefits.

4. Proprietary Rights

4.1. Licenses

4.1.1. Organizer Licenses. Organizer grants to Sponsor a limited, non-exclusive, non-transferable, and non-sublicensable license to use Organizer’s name, logo, service marks, and trademarks (“Organizer Licensed Marks”) solely to promote the Better Bites Summit during the Term. Sponsor shall not sublicense or transfer Sponsor’s license to use the Organizer Licensed Marks to any person or entity without the prior written consent of Organizer. Sponsor may only use the Organizer Licensed Marks for the limited purpose of advertising its affiliation with the Better Bites Summit. Organizer hereby reserves all rights not expressly granted to Sponsor hereunder.

4.1.2. Sponsor Licenses. Sponsor grants to Organizer a limited, non-exclusive, and perpetual license to use Sponsor’s name, logo, service marks, and trademarks (“Sponsor Licensed Marks”) for:

(a) promotion of the Better Bites Summit; and

(b) inclusion in current and future event materials. Sponsor acknowledges Organizer may photograph or record the event and may use such content—including incidental use of Sponsor’s branding—for promotion without restriction.

Sponsor understands and agrees that Organizer may photograph and/or record all or any part of the Better Bites Summit, and Sponsor understands that such recordings may contain incidental inclusion of the Sponsor Licensed Marks. Organizer shall have the worldwide, perpetual, irrevocable and royalty free right to reproduce, distribute, transmit, publicly perform and publicly display all such photographs and recordings.

4.2. Announcements and Confidentiality. Sponsor and Organizer each acknowledge that the terms set forth in the Agreement, and all non-public information and data provided by each party to the other pursuant to the Agreement, whether in writing, orally, electronically or in any other form or medium, and whether or not marked or designated “confidential” (collectively, “Confidential Information”), are confidential. Confidential Information shall not include information that is: (a) in the public domain without breach of this Section by the receiving party or its Representatives (as defined below); (b) known to the receiving party at the time of disclosure; or (c) is rightfully obtained by the receiving party on a non-confidential basis from a third party. Sponsor and Organizer each agree that they will not use Confidential Information for any purpose other than in connection with the performance of its obligations or the exercise of its rights under the Agreement, or disclose Confidential Information to any person other than its officers, employees, agents, representatives, attorneys, accountants, financiers, banks, distributors, wholesalers, retailers, exhibitors, licensees and permitted assignees (“Representatives”) on a need-to-know basis only. The receiving party will be liable for any breach of this Section 4.2 by its Representatives. In the event that disclosure of Confidential Information is compelled by law, subpoena or court order, the receiving party shall, to the extent permitted by applicable law, provide prior written notice of such disclosure to the disclosing party in order to allow the disclosing party to contest such disclosure and seek a protective order or other remedy. Neither party will issue any press release or public announcement which mentions the actual terms of the Agreement without the prior written approval of the other party; provided, however, that either party may make public statements without the other party’s consent regarding the fact that Sponsor is a sponsor of the Better Bites Summit.

5. Insurance

Sponsor is required to carry and maintain property and liability insurance in amounts sufficient to cover any liability or loss Sponsor may incur in connection with the Better Bites Summit, including without limitation, due to damage or loss to Sponsor’s property or injury to the person and/or property of others. Without limiting the generality of the foregoing, during the Term, Sponsor shall maintain at a minimum the following insurance from an insurance company rated B+ or above by A.M. Best Company (or equivalent insurance rating agency):

• Workers’ Compensation/employer’s liability insurance in compliance with the laws of the state where the Better Bites Summit is held, with a liability limit that complies with statutory requirements; and

• Commercial General Liability ($1,000,000 per occurrence / $2,000,000 aggregate), including contractual liability and advertising injury coverage

 

• The foregoing coverage shall: (i) name Organizer,and its affiliates, the applicable Better Bites Summit facility owner, and any other  official Sponsor service contractor as additional insureds; (ii) shall be primary and not contributory with respect to any other policy under which Organizer is a named or additional insured; and (iii) shall cause Sponsor’s insurer(s) to waive all rights of subrogation against Organizer, its affiliates and the applicable Better Bites Summit facility owner.Sponsor represents and warrants that it has all such insurance in effect and that it shall maintain all such insurance at all times during the Term. Sponsor must provide a Certificate of Insurance evidencing the required coverage upon execution of the Sponsorship Agreement and at any time thereafter upon Owner’s request. Such Certificate must be delivered upon execution of this Agreement and no later than thirty (30) days prior to the event date, and again upon request. Failure to timely provide the Certificate of Insurance shall be deemed a material breach of theAgreement and grounds for termination of Sponsor’s participation without refund of any amountspaid.

6. Default and Termination

Either party may terminate the Agreement if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof. Organizer may also terminate the Agreement (a) by written notice to Sponsor if Sponsor fails to make payments hereunder when due; or (b) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Upon termination or expiration of the Agreement, each party must return or destroy Confidential Information of the other party. Certain sections of these Terms and Conditions, which by their nature should apply beyond their terms, will survive any such termination or expiration (including Sections 2.10, 4.2, 6, 7, 8, 9 and 10).

7. Representations, Warranties and Covenants

7.1. Organizer. Organizer represents and warrants that: (a) Organizer is a corporation duly organized and validly existing under the laws of the State of Delaware; and (b) Organizer has the full right, power, and authority to enter into and perform the Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7.1, ORGANIZER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ORGANIZER FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES ARISING FROM USAGE OF TRADE AND COURSE OF DEALING. ORGANIZER DOES NOT REPRESENT OR WARRANT THAT SPONSOR’S SPONSORSHIP OF THE BETTER BITES SUMMIT WILL PRODUCE ANY SPECIFIC RESULTS.= ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED.

 

7.2. Sponsor. Sponsor herbey represents and warrants that: (a) Sponsor is a limited liability company, corporation, or other legal entity duly organized and validly existing under the laws of the applicable State of filing as indicated on the Sponsorship Agreement; and (b) Sponsor has the full right, power, and authority to enter into and perform the Agreement.

 

8. Indemnification

8.1. Sponsor. Sponsor will defend, indemnify, and hold harmless Organizer, its affiliates, and subsidiaries and their respective owners, shareholders, members, managers, officers, directors, employees and agentsfrom and against all Claims (as defined below) arising out of or in connection with: (a) infringement or misappropriation of the intellectual property rights of a third party arising out of the Sponsor Licensed Marks or Organizer’s use thereof; (b) any material, services, goods or products of any kind supplied by or on behalf of Sponsor hereunder, including, but not limited to, foods, drinks and other consumables distributed or handed out at the Better Bites Summit; (c) violation of applicable law by Sponsor or any subcontractor, supplier or service provider engaged by Sponsor; (d) personal injury, death or damage to property arising out of the acts or omissions of Sponsor or any subcontractor, supplier or service provider engaged by Sponsor; or (e) any breach by Sponsor of any representation, warranty, covenant or obligation set forth in the Agreement. Sponsor will not settle any such Claim without the prior written consent of Organizer, which shall not be unreasonably withheld. 

 

 

 

 

 

8.2. Organizer. Organizer will defend, indemnify, and hold harmless Sponsor, any parent or affiliate, and its and their respective owners, shareholders, members, managers, officers, directors, employess, and agents from and against all Claims to the extent caused by: (a) infringement or misappropriation of intellectual property rights of a third party arising out of Sponsor’s permitted use of the Organized Licensed Marks; or (b) Organizer’s violation of applicable law.

 

8.3. "Claims" refers to any and all liabilities, losses, damages, judgments, settlements, costs, and expenses, including attorneys’ fees and costs, resulting from any third party claims, suits, or actions.

 

9. Waiver of Injunctive Relief / Remedies

9.1. Waiver of Injunctive Relief. Sponsor's rights and remedies, in the event of a breach of any terms and conditions of the Agreement, shall be limited to sole and exclusive right, if any, to recover monetary damages in an action at law, and in no event shall Sponsor, its affiliates, successors, or permitted assigns be entitled to enjoin or restrain or otherwise interfere with the operation or promotion of the Better Bites Summit, or with the publication or dissemination of any advertising in connection therewith. Organizer’s righs and remedies in the event of a breach of any terms and conditions of the Agreement shall be limited to the sole and exclusive right, if any, to recover monetary damages in an action at law.=

 

9.2. LIMITATION OF LIABILITY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHERPARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, REVENUE, OR LOSSES DUE TO BUSINESS INTERRUPTIONS, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY/PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION NEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ORGANIZER’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT OR THE BETTER BITES SUMMIT EXCEED THE TOTAL SPONSORSHIP FEE ACTUALLY PAID BY SPONSOR TO ORGANIZER HEREUNDER.

 

10. General

10.1. Notices. All notices, accountings, payments and any other document that either of the Parties is required or may desire to serve upon the other party (“Notices”) must be in writing and shall be deemed to have been duly given or made: (a) if sent by personal delivery, on the day it is delivered; (b) if sent by registered or certified mail, postage prepaid and return receipt requested, on the fifth day after depositing in the mail; or (c) if sent by a nationally-recognized overnight or express courier, all postage and other charges prepaid, on the next business day after it is sent. Notices to Organizer will be sent to Organizer at TI Solutions Inc. Attention: Business and Legal Affairs, 3435 Ocean Park Blvd., Ste. 107-628, Santa Monica, CA 90405, with copy to legal@trustedinfluenceinc.com; and Notices to Sponsor will be sent to Sponsor at the address provided on the Sponsorship Agreement.

 

10.2. Force Majeure. Organizer shall not be liable for any failure or delay in its performance of the Agreement, or any inability to hold the Better Bites Summit, as a result of any cause beyond its reasonable control, including without limitation acts of God, strikes, labor disputes, government requisitions, restrictions or regulations on travel, hotel or facility availability, commodities or supplies, war or apparent act of war, terrorism, disaster, civil disorder, epidemic or pandemic, curtailment or restriction on transportation facilities, or any other comparable calamity, casualty or condition (collectively, “Force Majeure”). Organizer does not assume responsibility for any additional costs, charges, or expenses, including but not limited to charges made for travel and lodging.

 

10.3. Event Postponement. If the Better Bites Summit is postponed due to Force Majeure, Organizer will use commercially reasonable efforts to ensure that Sponsor will still receive exposure via the digital platform or provide alternate exposure. Sponsor will have the option to roll the Sponsorship Fee into the rescheduled in-person event in the following year or receive a 30% refund on the Sponsorship Fee and terminate the Agreement.

 

10.4. Severability; Entire Agreement; Modifications. The invalidity or unenforceability of any provisions of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect. The Agreement is the complete and final agreement between the parties with respect to the subject matter hereof. The Agreement may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing.

 

10.5. Governing Law. The Agreement is will be construed in all respects in accordance with the laws of the State of Delaware applicable to agreements entered into and to be wholly performed therein. No delay in enforcing any right under the Agreement will constitute a waiver of such right.

 

10.6. Rules of Construction. Section headings are used for convenience only, and will not be used to interpret or construe the provisions of the Agreement.

 

10.7. Relationship of the Parties. The relationship of the parties is that of independent contractors only.Nothing contained in the Agreement  is intended or is construed to create any association, agency, partnership, joint venture or labor relationship, whether actual or apparent between the parties. Except as may be expressly provided herein, no party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of any other party or to bind any other party to any contract, agreement or undertaking with any third party.

 

10.8. Amendments to Policies. Organizer reserves the right to  modify all Policies and to adopt additional standards, rules, and policies in its sole discretion. Any such additions and modifications shall be made available promptly to Sponsor and shall be effective immediately upon adoption, and Sponsor agrees to comply with all such modifications and additions.

 

10.9. Assignment. Neither party may assign its rights or obligations under the Agreement without the express prior approval of the other party, provided, however, each party may, by written notice to the other party, freely assign this Agreement to any successor in interest in connection with any sale or transfer of a majority of its assets or voting power, whether by merger, change of control, reorganization or other similar transaction so long as all obligations of the assigning party hereunder are assumed by the assignee in writing.