KOLALIS LLC

Sponsorship Agreement – Terms & Conditions

This Sponsorship Agreement (“Agreement”) is entered into between Kolalis LLC, including its racing program known as Ezra Kolalis Racing (collectively, the “Team”), and the purchasing entity or individual (“Sponsor”).

By submitting payment for any sponsorship product, package, or tier, Sponsor agrees to the following legally binding terms:

1. Sponsorship Term

The sponsorship term begins upon receipt of full or first installment payment and continues through the applicable racing season unless otherwise agreed in writing by Kolalis LLC.

The racing season may include league races, regional competitions, exhibition events, promotional appearances, and other motorsports-related activities as determined by the Team.

Kolalis LLC does not guarantee participation in any minimum number of events.

2. Race Schedule Subject to Change

All race schedules are subject to change without notice due to factors including but not limited to:

  • Weather conditions
  • Track closures
  • Promoter or sanctioning body decisions
  • Mechanical failures
  • Budgetary considerations
  • Driver illness or injury
  • Safety concerns
  • Travel or logistical constraints

Sponsor acknowledges that racing is dynamic and unpredictable. Participation in any specific event is not guaranteed.

3. No Refund Policy (Strict)

ALL SPONSORSHIP PAYMENTS ARE FINAL AND NON-REFUNDABLE.

No refunds, credits, partial refunds, or pro-rated reimbursements will be issued for:

  • Races canceled or shortened
  • Events not attended
  • Mechanical DNFs
  • Driver injury or illness
  • Schedule changes
  • Early season conclusion
  • Force majeure events
  • Sponsor dissatisfaction with exposure

Sponsorship is a marketing partnership investment, not a pay-per-race agreement.

4. Installment Payment Terms (If Applicable)

If Sponsor selects a payment plan:

  • All installments must be completed according to agreed schedule.
  • Failure to complete installment payments results in immediate suspension of sponsorship benefits.
  • Any payments made prior to default remain non-refundable.
  • Kolalis LLC reserves the right to pursue remaining balance owed.

5. Sponsorship Benefits & Placement

Sponsor benefits are determined exclusively by the purchased tier.

Kolalis LLC retains sole discretion over:

  • Logo size
  • Placement location
  • Design formatting
  • Promotional frequency
  • Social media execution

Final design approval rests with Kolalis LLC.

No specific impressions, reach, podium finishes, or performance metrics are guaranteed.

6. Territory & Placement Clarification

Sponsor acknowledges that:

  • Placement areas are limited and may vary by kart, trailer, suit, helmet, apparel, or digital media.
  • Certain placements may be adjusted for safety, aesthetic, mechanical, or regulatory reasons.
  • Exact dimensions and prominence are subject to final production layout.

7. Exclusivity Clause (If Purchased)

Exclusivity within a business category is only granted if explicitly stated in writing.

Kolalis LLC reserves the right to:

  • Define business category boundaries
  • Determine reasonable overlap between sponsors
  • Approve or deny exclusivity claims

Exclusivity applies only to the racing program and does not extend to personal projects, partnerships, or unrelated ventures of Kolalis LLC.

8. Artwork & Intellectual Property License

Sponsor must provide high-resolution artwork in suitable vector or print-ready format.

Sponsor grants Kolalis LLC a non-exclusive license to:

  • Display Sponsor’s name and logo
  • Use Sponsor branding in marketing
  • Reproduce logos in digital and physical materials

Sponsor warrants they own or control rights to provided artwork.

Kolalis LLC retains ownership of all Team branding, designs, photography, video, and merchandise.

9. Media & Promotional Rights

Kolalis LLC maintains full control over:

  • Social media messaging
  • Creative direction
  • Photography and videography
  • Content scheduling

Sponsor may not represent itself as an official partner beyond purchased sponsorship tier.

10. Conduct & Morals Clause

Kolalis LLC may terminate sponsorship immediately if Sponsor:

  • Engages in unlawful conduct
  • Damages the reputation of the Team
  • Participates in discriminatory, hateful, or unethical activity
  • Publicly disparages Kolalis LLC

Termination under this clause does not entitle Sponsor to any refund.

11. Independent Contractor Relationship

Nothing in this Agreement creates:

  • A partnership
  • Employment relationship
  • Joint venture
  • Agency relationship

Kolalis LLC operates independently.

12. Chargebacks & Payment Disputes

Sponsor agrees not to initiate credit card chargebacks.

All disputes must be submitted in writing within seven (7) days of payment.

Unauthorized chargebacks may result in:

  • Immediate termination of sponsorship
  • Removal of all branding
  • Legal collection efforts
  • Recovery of fees and legal costs

13. Indemnification

Sponsor agrees to indemnify and hold harmless Kolalis LLC, its members, affiliates, representatives, and contractors from any claims, damages, liabilities, or expenses arising from:

  • Sponsor’s provided materials
  • Sponsor’s representations
  • Sponsor’s business operations

14. Limitation of Liability

Kolalis LLC shall not be liable for:

  • Indirect damages
  • Lost profits
  • Lost business opportunity
  • Consequential damages

Total liability shall not exceed the sponsorship amount paid.

15. Force Majeure

Kolalis LLC shall not be liable for delays or failure to perform due to causes beyond reasonable control including:

  • Natural disasters
  • Government action
  • Track shutdowns
  • Pandemics
  • Supply chain disruption
  • War or civil unrest

No refunds shall be issued under such circumstances.

16. Early Termination by Team

Kolalis LLC reserves the right to terminate sponsorship at its discretion.

In such cases, Sponsor shall not be entitled to refund for benefits already delivered or committed production expenses.

17. Governing Law

This Agreement shall be governed by the laws of the State in which Kolalis LLC is registered.

Any disputes shall be resolved in the appropriate courts within that jurisdiction.

18. Severability

If any provision is found unenforceable, remaining provisions shall remain valid.

19. Digital Acceptance

Completion of online checkout, invoice payment, or electronic signature constitutes legally binding acceptance of these Terms & Conditions.

20. Entire Agreement

This Agreement represents the entire understanding between the parties and supersedes prior discussions or representations.