Exploration Summit Sponsorship
Reservation Agreement
Last Updated: July 25, 2026
Important Notice
Please read this Sponsorship Reservation Agreement carefully before reserving or purchasing an Exploration Summit sponsorship.
Exploration Summit is developing a hands-on science and technology museum, but the museum’s location, financing, construction, exhibits, and opening date have not been finalized. Exploration Summit does not guarantee that the museum will open by any particular date.
Payments for sponsorships connected to physical museum assets may be released and used before the museum opens for the approved museum-development purposes described in this Agreement. Once funds have been properly released, spent, or committed, they may not be refundable.
Exploration Summit is operated as a for-profit business and is not currently recognized by the Internal Revenue Service as a Section 501(c)(3) charitable organization. Sponsorship payments and merchandise purchases made to Exploration Summit are not tax-deductible charitable contributions.
1. Parties and Scope of Agreement
This Sponsorship Reservation Agreement (“Agreement”) is between Exploration Summit and the person, company, or organization reserving or purchasing a sponsorship (“Sponsor”).
“Exploration Summit” means the Exploration Summit legal entity identified on the applicable reservation confirmation, Sponsorship Schedule, checkout record, invoice, or receipt.
This Agreement applies to:
unpaid sponsorship reservations made before a sponsorship meeting;
unpaid sponsorship reservations that remain active after a sponsorship meeting;
sponsorships purchased or paid for online;
sponsorships paid in full following a sponsorship meeting;
sponsorships paid through an approved installment plan;
Museum Asset Sponsorships;
Marketing-Only Sponsorships; and
combined sponsorship packages containing more than one type of benefit.
This Agreement remains applicable as the sponsorship moves from an unpaid reservation to a paid sponsorship unless it is replaced or modified by a later written agreement accepted by both parties.
2. Definitions
2.1 Museum Project
The “Museum Project” means Exploration Summit’s continuing effort to establish, finance, acquire, lease, design, construct, renovate, equip, open, maintain, and operate a hands-on science and technology museum.
The Museum Project may change in size, location, design, ownership structure, financing strategy, construction plan, opening phases, or timeline.
2.2 Museum Asset
A “Museum Asset” means a physical exhibit, interactive installation, room, gallery, play area, garden, architectural element, sign, equipment installation, facility feature, or other sponsorship opportunity that depends materially on the acquisition, construction, renovation, opening, or operation of a physical Exploration Summit museum.
2.3 Museum Asset Sponsorship
A “Museum Asset Sponsorship” is a sponsorship associated with a Museum Asset.
Examples may include exhibit sponsorships, gallery sponsorships, physical signage, installed bricks, gardens, exhibit areas, permanent recognition features, or other opportunities identified as Museum Asset Sponsorships during checkout or in a Sponsorship Schedule.
2.4 Marketing-Only Sponsorship
A “Marketing-Only Sponsorship” is a sponsorship that can be substantially fulfilled without the acquisition, construction, or opening of the physical museum.
Examples may include digital advertising, website recognition, social media recognition, media sponsorships, printed marketing, event sponsorships, promotional campaigns, or other opportunities specifically identified as Marketing-Only Sponsorships.
2.5 Merchandise Purchase
A “Merchandise Purchase” means the purchase of apparel, promotional items, commemorative products, or other goods intended to be delivered to the purchaser.
An item that must be installed at the future museum is not treated as ordinary merchandise unless Exploration Summit expressly classifies it that way in the applicable checkout record or Sponsorship Schedule.
2.6 Sponsorship Schedule
A “Sponsorship Schedule” means the sponsor-specific document, checkout record, confirmation, invoice, or written agreement that identifies the selected sponsorship, Sponsorship Tier, price, benefits, recognition period, payment schedule, and other specific terms.
A Sponsorship Schedule may be completed:
during or after a sponsorship meeting;
through an online checkout process;
through an invoice and payment arrangement; or
through another written or electronic process approved by Exploration Summit.
2.7 Sponsorship Tier
A “Sponsorship Tier” means the level assigned to a sponsorship opportunity, such as a Signature Exhibit or another tier identified by Exploration Summit.
The Sponsorship Schedule will identify the applicable tier and the minimum benefits associated with that tier.
2.8 Restricted Museum Funds
“Restricted Museum Funds” means funds paid for Museum Asset Sponsorships that are restricted to the Permitted Project Uses described in this Agreement.
3. Sponsorship Status
A sponsorship may have one of the following statuses.
3.1 Provisional Reservation
A “Provisional Reservation” begins when Exploration Summit confirms that a sponsorship opportunity has been reserved for a prospective Sponsor before the parties complete a sponsorship meeting.
Unless Exploration Summit provides a different period in writing, a Provisional Reservation remains active for 30 calendar days from the date it is confirmed.
A Provisional Reservation:
temporarily removes the opportunity from general availability;
does not make the prospective Sponsor a paid sponsor;
does not provide public recognition or sponsorship benefits;
does not give the prospective Sponsor ownership of the opportunity;
does not guarantee that Exploration Summit will approve every requested sponsorship term; and
does not permanently lock the sponsorship opportunity or tier unless a Sponsorship Schedule has also been accepted.
Exploration Summit may accept inquiries and maintain a waiting list for an opportunity while it is reserved, but it will not sell the same exclusive opportunity to another sponsor during an active reservation.
3.2 Confirmed Post-Meeting Reservation
A “Confirmed Post-Meeting Reservation” exists when:
the Sponsor and Exploration Summit have completed a sponsorship meeting;
the parties have identified the proposed sponsorship and Sponsorship Tier; and
Exploration Summit confirms that the opportunity remains reserved pending payment.
The reservation will remain active until the later of:
the original reservation expiration date;
the payment deadline stated in the Sponsorship Schedule or invoice; or
another deadline confirmed by Exploration Summit in writing.
If the parties accept a Sponsorship Schedule during or after the meeting, the identified opportunity and Sponsorship Tier are locked during the active reservation period.
If the Sponsor does not make the required payment by the applicable deadline, the reservation and temporary tier lock may expire.
3.3 Paid Sponsorship
A reservation becomes a paid sponsorship when Exploration Summit receives:
the full required sponsorship payment; or
the initial payment required under an approved installment plan.
For a paid sponsorship, the applicable Sponsorship Tier is locked for the sponsorship term, subject to the exhibit-modification and replacement provisions of this Agreement.
Payment does not give Sponsor ownership of the Museum Asset or control over the Museum Project.
3.4 Direct Online Sponsorship
Certain sponsorship opportunities may be purchased directly online without a sponsorship meeting.
For a direct online sponsorship, the applicable checkout record serves as the Sponsorship Schedule and will identify the sponsorship type, tier or recognition level, amount, and benefits.
4. Reservation Period and Release
4.1 Automatic Expiration
Unless Exploration Summit confirms an extension, an unpaid reservation automatically expires at 11:59 p.m. Mountain Time on the applicable expiration date.
Exploration Summit may provide courtesy reminders but is not required to provide an additional notice before an unpaid reservation expires.
4.2 Release by Sponsor
Sponsor may release an unpaid reservation at any time by notifying Exploration Summit.
No refund is due when no payment has been made.
4.3 Release by Exploration Summit
Exploration Summit may release or cancel an unpaid reservation if:
Sponsor fails to pay by the applicable deadline;
Sponsor fails to complete required sponsorship documents;
Sponsor fails to attend or reasonably reschedule an agreed sponsorship meeting;
Sponsor fails to respond to reasonable communications;
Sponsor provides materially inaccurate or misleading information;
Sponsor lacks authority to enter into the proposed sponsorship;
Sponsor requests terms that Exploration Summit does not accept;
the proposed sponsorship creates a material legal, safety, educational, financial, insurance, or reputational concern;
Sponsor or its proposed content does not satisfy the sponsor-eligibility requirements in this Agreement; or
Sponsor otherwise materially breaches this Agreement.
When reasonably practical, Exploration Summit will notify Sponsor and provide a reasonable opportunity to address the issue before releasing the reservation.
4.4 Effect of Expiration or Release
When an unpaid reservation expires or is released:
Exploration Summit may immediately offer the opportunity to another party;
any temporary tier or opportunity lock ends;
Sponsor has no continuing priority or ownership interest;
no sponsorship benefits are owed; and
Sponsor may request a new reservation if the opportunity remains available.
5. Sponsorship Schedule and Locked-In Tier
The Sponsorship Schedule will identify, as applicable:
Sponsor’s legal and public-facing name;
the selected sponsorship opportunity;
whether the transaction is a Museum Asset Sponsorship, Marketing-Only Sponsorship, Merchandise Purchase, or combined transaction;
the Sponsorship Tier;
the minimum benefits associated with the Sponsorship Tier;
the sponsorship amount;
the payment deadline or installment schedule;
the recognition period;
any category exclusivity;
any sponsor admissions, event access, or other benefits;
the exhibit, asset, program, or marketing opportunity involved; and
specially negotiated terms.
For sponsorships finalized during or after a meeting, the Sponsor will separately accept the completed Sponsorship Schedule.
For sponsorships purchased directly online, the applicable tier, benefits, amount, and other sponsor-specific terms may be incorporated into the checkout process.
Once a Sponsorship Schedule has been accepted, the identified tier is locked during the active reservation period. If payment is made by the deadline, the tier remains locked for the sponsorship term.
If an unpaid reservation expires, the temporary tier lock also expires.
5.1 Order of Control
If there is a conflict between this Agreement and the Sponsorship Schedule:
this Agreement controls general legal, refund, project-funding, and administrative terms; and
the Sponsorship Schedule controls the specific sponsorship opportunity, tier, price, payment schedule, recognition period, exclusivity, and specially negotiated benefits.
6. Payments
Sponsor must pay the amount stated in the Sponsorship Schedule or checkout record according to the applicable payment deadline or installment plan.
Unless otherwise stated:
all payments must be made in U.S. dollars;
payment is not complete until collected funds have been received;
a returned check, reversed transaction, failed transfer, or successful chargeback constitutes nonpayment;
required charges will be disclosed before payment;
Exploration Summit may suspend undelivered benefits while a payment is overdue or disputed; and
Sponsor is responsible for accurate payment and billing information.
Exploration Summit may require a separate invoice, payment schedule, or funding instruction for larger Museum Asset Sponsorships.
7. No Ownership, Investment, or Management Rights
A sponsorship payment purchases only the sponsorship rights and benefits described in this Agreement and the Sponsorship Schedule.
A sponsorship does not provide Sponsor with:
ownership of an exhibit or Museum Asset;
ownership of museum property;
stock, equity, or another ownership interest in Exploration Summit;
voting or governance rights;
profit-sharing rights;
interest, repayment, or investment returns;
a security interest in Exploration Summit’s property;
authority to bind Exploration Summit;
control over the Museum Project;
control over exhibit design or scientific content; or
authority over museum employees, contractors, policies, or operations.
The sponsorship is not a loan, investment, partnership, joint venture, franchise, or securities offering.
8. Museum Asset Sponsorship Funds
8.1 Escrow and Restricted Account Requirement
Before accepting payment for a Museum Asset Sponsorship, Exploration Summit will establish an appropriate escrow or restricted-fund arrangement for Museum Asset Sponsorship funds.
The financial institution, escrow company, attorney, account administrator, or other qualified provider will be selected by Exploration Summit.
Exploration Summit may change the provider or account arrangement when it determines in good faith that a change is appropriate for administrative, financial, security, regulatory, financing, availability, or operational reasons.
A replacement arrangement must:
continue to restrict the funds to Permitted Project Uses;
reasonably separate the funds from unrestricted operating funds;
preserve Sponsor’s contractual rights;
not materially reduce the protections provided under this Agreement; and
comply with applicable law.
Exploration Summit is not required to identify a permanent escrow provider when an unpaid reservation is made.
If Museum Asset Sponsorship funds are temporarily received before transfer to the selected escrow provider, the funds will be placed in a segregated restricted project account and may not be used for an unrestricted purpose.
Exploration Summit will not represent that funds are held in independent third-party escrow during any period in which they are held directly by Exploration Summit. During such a period, the funds will be described as segregated Restricted Museum Funds.
8.2 Authorized Releases
Restricted Museum Funds may be released when Exploration Summit certifies that the requested funds will be used for one or more Permitted Project Uses.
The provider or account procedure may require:
invoices;
contracts;
budgets;
purchase agreements;
loan or closing documents;
governing-body authorization;
certifications;
proof of expenses; or
other reasonable supporting documentation.
Released funds remain contractually restricted to Permitted Project Uses.
8.3 Funds May Be Released Before Opening
Sponsor acknowledges that Restricted Museum Funds may be released, spent, or committed before:
a museum building has been purchased or leased;
construction has begun;
a final location has been announced;
Sponsor’s specific exhibit has been fabricated;
the physical museum has opened; or
an opening date has been established.
The escrow or restricted account is intended to restrict how Museum Asset Sponsorship funds are used. It is not intended to guarantee that the full payment will remain continuously available for a refund.
8.4 Pooling of Funds
Exploration Summit may combine funds from multiple Museum Asset sponsors to pay shared Museum Project expenses.
Sponsor’s payment does not have to be spent solely on the fabrication of Sponsor’s selected exhibit, provided that:
the funds are used only for Permitted Project Uses;
Sponsor’s locked-in Sponsorship Tier is maintained; and
Exploration Summit fulfills the applicable sponsorship benefits if the museum is established.
Exploration Summit is not required to trace each dollar of Sponsor’s payment to one specific exhibit component.
9. Permitted Project Uses
Restricted Museum Funds may be used only for purposes that reasonably further the establishment, financing, acquisition, construction, equipping, opening, maintenance, or preservation of Exploration Summit and its museum assets.
Permitted Project Uses include:
earnest money, deposits, acquisition expenses, lease deposits, and purchase payments for a museum property;
down payments, borrower equity, reserves, collateral requirements, financing fees, and closing costs associated with a museum loan or other project financing;
architectural, engineering, surveying, inspection, environmental, appraisal, planning, and consulting services;
exhibit research, development, design, engineering, fabrication, acquisition, transportation, installation, testing, and commissioning;
construction, renovation, demolition, flooring, walls, fixtures, furnishings, equipment, technology, utilities, landscaping, and facility improvements;
safety, accessibility, security, insurance, fire-protection, building-code, and regulatory requirements;
interior and exterior museum signage, wayfinding, sponsor recognition, and exhibit signage;
permits, licenses, applications, inspections, governmental fees, and professional certifications;
legal, accounting, tax, financing, insurance, and project-management expenses directly connected to the Museum Project;
capital-campaign, grant-writing, sponsor-development, investor-development, advertising, public-relations, donor-development, and other fundraising activities undertaken to obtain additional Museum Project funding;
fundraising events and campaigns intended to establish or equip the museum;
reasonable employee and contractor compensation directly connected to acquiring, financing, designing, fundraising for, constructing, equipping, or opening the museum;
loan payments and financing obligations incurred for the Museum Project;
maintenance, repair, replacement, updating, or preservation of Museum Assets;
escrow, banking, payment-processing, account-administration, reporting, and compliance costs; and
other expenses approved in good faith by Exploration Summit’s authorized management or governing body that directly further the Museum Project.
Restricted Museum Funds may not be used for:
personal expenses;
owner distributions or dividends;
loans to owners, officers, directors, employees, or related persons;
political campaign contributions;
unlawful activities;
unrelated businesses or projects; or
expenses that do not reasonably further the Museum Project.
10. Reporting on Restricted Museum Funds
At least once each calendar year after Museum Asset Sponsorship funds are paid and while the Museum Project remains in development, Exploration Summit will make a general project update available to paid Museum Asset sponsors.
The update may include:
the Museum Project’s current development status;
material property, financing, design, construction, or fundraising developments;
whether restricted sponsorship funds have begun to be released;
general categories for which released funds have been used; and
material changes affecting sponsorship opportunities.
Exploration Summit may provide the update by email, sponsor portal, private webpage, public project update, or another reasonable electronic method.
Sponsor is not entitled to:
confidential lender or investor information;
attorney-client communications;
other sponsors’ confidential information;
employee information;
trade secrets;
proprietary financial models; or
access to Exploration Summit’s complete books and records,
unless separately agreed or legally required.
11. Marketing-Only Sponsorship and Merchandise Funds
Marketing-Only Sponsorship payments and Merchandise Purchase funds are not subject to the Museum Asset escrow or restricted-fund requirements.
These funds may be deposited into Exploration Summit’s operating account and used immediately at Exploration Summit’s discretion because the applicable marketing benefit or merchandise can be provided without the physical museum being present.
Exploration Summit remains responsible for providing the Marketing-Only Sponsorship benefits or merchandise described at the time of purchase.
11.1 Combined Transactions
If a transaction includes more than one type of payment, the Sponsorship Schedule, checkout record, invoice, or receipt may allocate the total amount among:
Museum Asset Sponsorship;
Marketing-Only Sponsorship;
merchandise;
event admission;
other goods or services; and
other applicable categories.
Only the portion expressly allocated to a Museum Asset Sponsorship is subject to the Museum Asset escrow or restricted-fund requirements.
12. No Guaranteed Opening Date
Sponsor acknowledges that the Museum Project depends on matters that may include:
fundraising;
financing;
property acquisition or leasing;
zoning and land-use approval;
building design;
permitting;
construction;
exhibit availability;
governmental approval;
insurance;
labor and material availability;
economic conditions; and
other matters outside Exploration Summit’s direct control.
Exploration Summit may announce estimated, anticipated, targeted, or projected dates for property acquisition, construction, exhibit installation, or opening.
Unless a separate written agreement expressly describes a date as guaranteed, every date is an estimate and not a binding promise.
Exploration Summit does not guarantee:
that the museum will open by a particular date;
that construction will begin by a particular date;
that the museum will be located at a particular property;
that the museum will initially open at a particular size;
that every proposed exhibit will be included at opening;
that the museum will open all areas at the same time; or
that the Museum Project will follow a particular construction or financing plan.
A delay, phased opening, relocation, redesign, reduction in initial size, or change in financing strategy does not by itself constitute a breach of this Agreement.
13. Five-Year Sponsor Review
The “Sponsor Review Date” is the fifth anniversary of the date Exploration Summit receives Sponsor’s first payment for a Museum Asset Sponsorship.
The Sponsor Review Date is not a guaranteed opening date, construction deadline, or completion date.
If the physical museum has not opened to the public by the Sponsor Review Date, Exploration Summit will provide Sponsor with a written project update and an opportunity to select one of the following:
continue the Museum Asset Sponsorship under the existing terms;
transfer the sponsorship to another available Museum Asset Sponsorship of equal or greater tier;
convert all or part of the sponsorship into mutually agreed Marketing-Only Sponsorship benefits;
enter into a revised sponsorship arrangement; or
request cancellation under the refund provisions of this Agreement.
Sponsor must communicate its selection within 60 calendar days after Exploration Summit sends the Sponsor Review Notice.
If Sponsor does not respond within that period, the sponsorship will continue under the existing terms.
A cancellation request made at the Sponsor Review Date does not create a right to recover funds that have already been properly released, spent, or irrevocably committed to Permitted Project Uses.
14. Exhibit and Museum Asset Changes
Sponsor acknowledges that Museum Assets may be conceptual, preliminary, or in development at the time of reservation or payment.
Exploration Summit may redesign, rename, relocate, resize, update, replace, or otherwise modify a Museum Asset’s:
appearance;
working or public name;
theme;
educational content;
scientific content;
technology;
interactive functions;
dimensions;
materials;
colors;
manufacturer;
fabricator;
capacity;
accessibility features;
safety features;
maintenance requirements;
operating procedures;
surrounding environment;
location;
orientation;
floor or gallery placement; and
related signs or recognition.
Changes may be made for educational, scientific, safety, accessibility, insurance, construction, legal, financial, technological, maintenance, operational, availability, or aesthetic reasons.
Concept artwork, renderings, descriptions, layouts, floor plans, estimated dimensions, and manufacturer examples are illustrative unless expressly incorporated as binding requirements in the Sponsorship Schedule.
14.1 Preservation of Sponsorship Tier
Exploration Summit may not reduce Sponsor’s locked-in Sponsorship Tier because the Museum Asset is redesigned, renamed, relocated, resized, updated, or replaced.
For example, if Sponsor selects a Signature Exhibit:
the exhibit may be redesigned;
the technology may change;
the exhibit may be moved to another appropriate location;
the final design may differ from concept artwork;
the exhibit may receive a different public name; and
Exploration Summit may substitute a different exhibit when reasonably necessary;
but Sponsor must continue to receive a Signature Exhibit sponsorship or a replacement opportunity of equal or greater tier.
A replacement will be evaluated according to the minimum benefits and prominence associated with Sponsor’s locked-in tier at the time the Sponsorship Schedule was accepted.
Exploration Summit may revise its tier system for future sponsors but may not retroactively reclassify Sponsor’s tier for the purpose of materially reducing Sponsor’s contracted benefits.
14.2 Sponsor Consultation
For a material change to a paid Museum Asset Sponsorship, Exploration Summit will make a reasonable effort to inform Sponsor before publicly announcing the change.
Sponsor may provide input, but Exploration Summit retains final authority over:
museum design;
exhibit selection;
scientific and educational content;
safety;
accessibility;
construction;
operations;
placement; and
maintenance.
Sponsor’s approval is required before Exploration Summit materially alters Sponsor’s legal name, logo, trademark, or sponsor-supplied statement.
14.3 Inability to Maintain Tier
If Exploration Summit determines that it cannot reasonably provide the selected Museum Asset or a replacement of equal or greater Sponsorship Tier, Sponsor may choose:
another available sponsorship of equal or greater tier;
a combination of benefits reasonably comparable to the locked-in tier;
a credit toward another Exploration Summit sponsorship; or
a refund of the portion of Sponsor’s payment that remains unused and uncommitted.
15. Sponsorship Recognition and Benefits
Sponsor will receive only the benefits identified in the applicable Sponsorship Schedule or direct online checkout record.
Benefits may include:
recognition on or near a Museum Asset;
display of Sponsor’s name or logo;
website recognition;
social media recognition;
printed marketing recognition;
sponsor-wall recognition;
event recognition;
admission or event privileges;
pre-opening recognition; or
other stated benefits.
Exploration Summit controls the reasonable size, placement, format, production method, appearance, and presentation of sponsor recognition, subject to the minimum requirements of Sponsor’s locked-in tier.
Exploration Summit does not guarantee that every sponsorship benefit will begin at the same time.
15.1 Recognition Period
The Sponsorship Schedule will identify the recognition period.
Unless otherwise stated:
digital or pre-opening recognition may begin after payment and approval of Sponsor’s materials;
physical recognition begins when the sponsored Museum Asset or recognition feature is installed and available to the public; and
the physical recognition term is measured from the date physical recognition begins.
15.2 “Permanent” and “Life of Exhibit”
Unless the Sponsorship Schedule expressly defines the term differently, references to “permanent,” “lifetime,” “life of exhibit,” or similar wording mean the useful service life of the applicable Museum Asset or recognition feature as reasonably determined by Exploration Summit.
Those terms do not mean:
Sponsor’s lifetime;
the lifetime of Exploration Summit;
the lifetime of the museum building;
perpetual recognition regardless of safety or condition; or
an obligation to display an obsolete or unusable Museum Asset indefinitely.
16. Maintenance, Downtime, Relocation, and Removal
Exploration Summit may temporarily close, repair, maintain, replace, relocate, update, or remove a Museum Asset for:
safety;
maintenance;
repair;
accessibility;
educational updates;
construction;
insurance requirements;
legal compliance;
technology replacement;
operational needs; or
museum-wide changes.
Temporary downtime does not constitute a breach.
If a sponsored Museum Asset is unavailable to the public for more than 90 consecutive days after the museum opens, excluding a museum-wide closure, Exploration Summit will provide a reasonable remedy, which may include:
extending the recognition period;
providing temporary alternative recognition;
relocating Sponsor’s recognition;
substituting an equal or greater-tier opportunity; or
providing another benefit of reasonably comparable value.
Exploration Summit is not required to operate an exhibit or Museum Asset that it reasonably considers unsafe, unlawful, obsolete, uninsurable, inaccessible, impractical to maintain, or educationally inappropriate.
17. Refund Policy for Museum Asset Sponsorships
17.1 Unpaid Reservations
An unpaid reservation may be canceled at any time before payment.
Because no payment has been made, no refund is due.
17.2 Ten-Day Cancellation Period
Sponsor may cancel a Museum Asset Sponsorship within 10 calendar days after Exploration Summit receives Sponsor’s first payment.
If Sponsor cancels during this period, Exploration Summit will refund the amount paid, less:
nonrefundable payment-processing fees;
bank, wire-transfer, or escrow-provider fees that cannot reasonably be recovered; and
third-party expenses specifically requested or approved by Sponsor.
No separate administrative cancellation fee will be charged during the 10-day cancellation period.
17.3 Cancellation After Ten Days but Before Funds Are Released or Committed
After the 10-day cancellation period, Sponsor may request cancellation before the applicable funds have been released or irrevocably committed to a Permitted Project Use.
Exploration Summit will refund the amount that remains unspent and uncommitted, less:
nonrefundable payment-processing fees;
banking, transfer, escrow, and account-administration fees;
actual third-party costs incurred specifically for Sponsor’s sponsorship; and
an administrative cancellation fee equal to 3% of the amount paid, not to exceed $1,000.
The administrative cancellation fee will not apply if Exploration Summit cancels the sponsorship without Sponsor’s breach.
17.4 Cancellation After Funds Are Released or Committed
Once Museum Asset Sponsorship funds have been properly released, spent, or irrevocably committed to a Permitted Project Use, Sponsor is not entitled to a refund of that amount solely because:
Sponsor changes its mind;
Sponsor’s ownership, leadership, budget, or business strategy changes;
Sponsor no longer wishes to receive public recognition;
the museum opening is delayed;
the museum location changes;
the museum opens in phases;
the museum is initially smaller than earlier concepts;
the financing or construction plan changes;
the sponsored Museum Asset is redesigned, renamed, replaced, resized, or relocated in accordance with this Agreement; or
Sponsor is dissatisfied with a change that does not reduce its locked-in Sponsorship Tier.
Sponsor may receive only the portion of its payment that remains unspent, uncommitted, and reasonably available for return after the permitted deductions described in this Agreement.
When funds from multiple sponsors have been pooled, Exploration Summit may calculate the refundable amount through a reasonable, consistently applied accounting allocation.
Exploration Summit will provide Sponsor with a written explanation of the refund calculation upon request.
17.5 Installment Plans
Unless the Sponsorship Schedule states otherwise, each installment is subject to the same refund rules as other Museum Asset Sponsorship payments.
An installment is not automatically nonrefundable merely because it is called a deposit or initial payment. Refundability depends on:
when cancellation occurs;
whether the funds have been released, spent, or committed;
actual expenses incurred;
whether Sponsor is in breach; and
the other terms of this Agreement.
If Sponsor misses an installment, Exploration Summit may provide written notice and 10 business days to cure the missed payment.
If Sponsor does not cure the missed payment, Exploration Summit may:
release the sponsorship opportunity;
suspend undelivered sponsorship benefits;
terminate the Sponsorship Schedule;
retain funds properly spent or committed;
refund any amount that remains refundable under this Agreement; and
seek payment for benefits already delivered or Sponsor-specific obligations already incurred, not exceeding the remaining contractual amount.
17.6 Cancellation by Exploration Summit Without Sponsor Breach
If Exploration Summit cancels a Museum Asset Sponsorship for reasons not caused by Sponsor and cannot offer a replacement sponsorship of equal or greater tier that Sponsor reasonably accepts, Exploration Summit will return:
Sponsor’s funds that remain in the applicable escrow or restricted account;
released funds that remain unspent and uncommitted; and
any additional amount required by law.
No administrative cancellation fee will be charged.
Exploration Summit is not required to return amounts previously and properly spent or irrevocably committed to Permitted Project Uses unless the cancellation resulted from fraud, intentional misuse of restricted funds, or another circumstance for which applicable law requires repayment.
17.7 Project Abandonment
“Project Abandonment” occurs only when Exploration Summit’s authorized management or governing body formally determines in good faith that Exploration Summit has permanently stopped pursuing the establishment of the museum and has no reasonable plan to resume the Museum Project.
The following do not, by themselves, constitute Project Abandonment:
a delay;
a temporary pause;
continued fundraising;
a change in location;
a change in building size;
a phased development plan;
a redesign;
a change in financing strategy;
an organizational restructuring; or
a transfer of the Museum Project to an affiliated or successor entity.
Following Project Abandonment, Exploration Summit will:
stop new releases of Restricted Museum Funds except for reasonable wind-down costs and existing obligations;
determine the amount remaining in escrow, restricted accounts, or otherwise unspent and uncommitted;
pay legitimate Project obligations, account fees, professional expenses, and reasonable wind-down costs;
return the remaining available funds to Museum Asset sponsors on a reasonable pro rata basis; and
provide affected sponsors with a final general accounting.
Amounts properly spent or irrevocably committed before Project Abandonment may not be recoverable.
17.8 Material Breach or Misuse of Funds
If Sponsor believes Exploration Summit has materially breached this Agreement, Sponsor must provide written notice describing the alleged breach.
Exploration Summit will have 30 calendar days to cure the breach. If the breach cannot reasonably be cured within 30 days, Exploration Summit may begin the cure during that period and continue diligently toward completion.
The cure period does not apply to fraud, intentional misappropriation, or knowing use of Restricted Museum Funds for a prohibited purpose.
Nothing in this Agreement limits any remedy that cannot legally be waived for fraud, intentional misuse of funds, or willful misconduct.
17.9 Refund Timing
Exploration Summit will ordinarily initiate an approved refund within 30 calendar days after:
the refundable amount has been determined;
the applicable funds are available for return;
Sponsor has provided any reasonably required payment information; and
any chargeback or payment dispute has been withdrawn or resolved.
Refunds will ordinarily be issued through the original payment method when reasonably possible.
Bank, payment-processor, and escrow-provider processing times are outside Exploration Summit’s control.
18. Marketing-Only Sponsorship Refund Policy
Marketing-Only Sponsorship payments are available for immediate use by Exploration Summit and are not conditioned on the physical museum opening.
Sponsor may cancel a Marketing-Only Sponsorship before Exploration Summit begins fulfilling it. Exploration Summit will refund the amount paid, less:
nonrefundable processing fees; and
actual third-party expenses already incurred or committed.
After Exploration Summit begins fulfillment:
no refund is owed for benefits already provided;
Exploration Summit may deduct costs already incurred or committed;
any refund for material undelivered benefits will be calculated proportionally; and
no refund is owed solely because the sponsorship produces fewer views, impressions, inquiries, customers, sales, or other results than Sponsor expected.
If Exploration Summit cancels a Marketing-Only Sponsorship without Sponsor’s breach, Exploration Summit will provide:
reasonably comparable replacement benefits accepted by Sponsor; or
a proportional refund for material benefits not delivered.
19. Merchandise Returns
Merchandise Purchases are governed by the return, cancellation, delivery, and replacement policy presented at the time of purchase.
A delay in or failure of the physical museum to open does not create a refund right for merchandise that has otherwise been properly delivered or fulfilled.
20. Sponsor Name, Logo, and Intellectual Property
Sponsor grants Exploration Summit a nonexclusive, royalty-free license to use Sponsor’s approved name, logo, trademarks, and sponsor-provided materials solely to administer and fulfill the sponsorship.
Exploration Summit may allow its designers, printers, fabricators, website providers, marketing contractors, and other service providers to use the materials for the same limited purpose.
Sponsor represents that:
it owns or has permission to use the materials it provides;
the materials do not infringe another party’s rights;
the materials are lawful and accurate; and
it has authority to authorize Exploration Summit’s use.
Exploration Summit may resize, crop, reformat, or adjust the placement of Sponsor’s logo as reasonably necessary but may not materially alter the logo’s design without Sponsor’s approval.
Exploration Summit retains ownership of:
the museum;
Museum Assets;
exhibit concepts and designs;
educational materials;
Exploration Summit names and trademarks;
website content;
photographs and videos produced by Exploration Summit; and
other Exploration Summit intellectual property.
Sponsor may not use Exploration Summit’s name, logo, renderings, designs, or other intellectual property without prior permission, except to make an accurate factual statement that Sponsor is an Exploration Summit sponsor.
21. No Endorsement
The sponsorship relationship does not mean that:
Exploration Summit endorses Sponsor’s products, services, political positions, religious positions, or activities;
Sponsor endorses every position or activity of Exploration Summit; or
either party has authority to speak for the other.
Neither party may make an unauthorized statement implying a broader endorsement or partnership.
22. Sponsor Eligibility and Content Standards
Exploration Summit may reject, remove, suspend, or require modification of sponsor names, materials, statements, products, or content that it reasonably determines:
are unlawful, fraudulent, deceptive, obscene, or defamatory;
infringe another party’s rights;
promote illegal conduct or unsafe activity;
are inappropriate for a family-oriented museum;
contain political campaign advocacy;
materially conflict with Exploration Summit’s educational mission;
create a material legal, safety, accessibility, insurance, or regulatory concern; or
create a substantial and objectively reasonable risk of reputational harm.
When practical, Exploration Summit will allow Sponsor to submit replacement materials before terminating a paid sponsorship.
23. Reputational Harm and Sponsor Conduct
Either party may request removal of its name and logo from future public-facing materials if the other party engages in conduct that:
involves a criminal conviction for fraud, violence, abuse, or serious dishonesty;
becomes the subject of credible and serious public allegations of unlawful or unethical conduct;
creates a substantial and objectively reasonable risk of reputational harm; and
makes continued public association commercially unreasonable.
The parties will confer in good faith before termination unless immediate temporary removal is reasonably necessary.
Removal requested by Sponsor does not automatically create a refund right for:
benefits already delivered;
expenses already incurred;
or Restricted Museum Funds properly released, spent, or committed.
If Exploration Summit terminates a sponsorship under this section, Sponsor will receive any unused and uncommitted balance that is refundable under this Agreement after deducting benefits delivered and reasonable costs incurred.
24. Exclusivity
Sponsor receives no product, industry, naming, geographic, or category exclusivity unless the Sponsorship Schedule expressly grants it.
Any exclusivity provision must define:
the protected category;
the scope of the exclusivity;
the recognition period;
permitted exceptions;
existing sponsors excluded from the restriction; and
whether donors, vendors, event sponsors, grantors, or general business partners are excluded.
A general description such as “exclusive sponsor” applies only within the scope expressly stated in the Sponsorship Schedule.
25. Public Announcements
Exploration Summit may publicly identify Sponsor after the sponsorship becomes paid unless the Sponsorship Schedule states otherwise.
Routine sponsor listings, website recognition, signs, and factual acknowledgments consistent with approved materials do not require separate approval.
A major joint press release containing a quotation attributed to the other party requires that party’s prior approval.
26. For-Profit Status and Tax Treatment
Exploration Summit is operated as a for-profit business and is not currently recognized by the Internal Revenue Service as an organization described in Section 501(c)(3) of the Internal Revenue Code.
Payments made to Exploration Summit under this Agreement:
are commercial sponsorship payments, purchases, or contractual payments for the recognition, reservation, merchandise, or other benefits described;
are not charitable contributions to a Section 501(c)(3) organization;
are not represented by Exploration Summit as tax-deductible charitable donations; and
will not result in a charitable-contribution receipt.
A business Sponsor may be able to treat some or all of a sponsorship payment as an advertising, marketing, promotional, or other business expense when allowed by applicable tax law.
Exploration Summit does not provide tax, accounting, or legal advice and makes no representation or warranty regarding the federal, state, or local tax treatment of any payment.
Each Sponsor is responsible for consulting its own accountant, tax advisor, or attorney.
If a future payment is made directly to a separate tax-exempt Exploration Summit foundation or another qualified charitable organization, that payment will be governed by separate terms identifying the receiving entity and the applicable charitable-contribution treatment.
Exploration Summit will not describe a payment to its for-profit entity as a charitable contribution, tax-deductible donation, or charitable gift.
27. No Attendance or Commercial Guarantee
Exploration Summit does not guarantee:
museum attendance;
website traffic;
social media views or impressions;
media coverage;
customer inquiries;
sales;
sponsor revenue;
public response;
brand awareness;
return on investment; or
any particular economic or marketing result.
Attendance estimates, market data, demographic information, fundraising projections, financial projections, and opening plans are informational and may change.
28. Safety and Operation of Museum Assets
Exploration Summit retains responsibility for operating, maintaining, inspecting, and establishing safety procedures for Museum Assets under its control.
Sponsor does not control the operation of a sponsored Museum Asset and is not responsible for injuries or property damage merely because Sponsor’s name or logo appears on or near it.
Sponsor remains responsible for harm caused by Sponsor’s own:
products;
personnel;
contractors;
installations;
materials;
negligence;
unlawful conduct; or
willful misconduct.
29. Mutual Responsibility for Third-Party Claims
Each party will be responsible for third-party claims, damages, and reasonable expenses arising from:
that party’s material breach of this Agreement;
that party’s negligence or willful misconduct;
unlawful conduct by that party; or
infringement caused by materials supplied by that party.
Exploration Summit’s responsibility includes claims arising from its operation of the museum or Museum Assets, except to the extent caused by Sponsor.
Sponsor is not responsible merely because its name or logo is displayed on a Museum Asset.
The party seeking protection must provide reasonable notice of the claim and reasonable cooperation in the defense.
Neither party may enter into a settlement that admits wrongdoing by or imposes nonmonetary obligations on the other party without that party’s approval.
30. Limitation of Liability
Except for:
fraud;
willful misconduct;
intentional misuse of Restricted Museum Funds;
intellectual-property infringement obligations;
indemnification obligations;
confidentiality obligations;
amounts expressly refundable under this Agreement; or
rights that cannot legally be limited,
neither party will be liable to the other for indirect, incidental, special, punitive, exemplary, or consequential damages.
Subject to the exceptions above, each party’s aggregate contractual liability will not exceed the amount paid or payable under the applicable Sponsorship Schedule.
31. Force Majeure
Neither party is responsible for delay or failure caused by circumstances outside its reasonable control, including:
natural disasters;
wildfire;
fire;
flood;
severe weather;
epidemic or pandemic;
war;
terrorism;
civil disorder;
governmental action;
labor disruption;
utility failure;
supply-chain interruption;
material shortage;
cyberattack;
financing disruption;
permitting delay;
construction delay; or
casualty affecting the museum property.
The affected party will provide reasonable notice when practical and will resume performance when reasonably possible.
Force majeure does not authorize Exploration Summit to use Restricted Museum Funds for a prohibited purpose and does not eliminate refund rights resulting from formal Project Abandonment.
32. Assignment and Organizational Changes
Sponsor may not transfer or assign its sponsorship without Exploration Summit’s written approval.
Exploration Summit may assign this Agreement to:
an affiliated Exploration Summit entity;
an Exploration Summit foundation;
a property-holding or operating entity;
a successor owner or operator of the museum;
an entity formed to finance or manage the Museum Project; or
a successor resulting from a merger, restructuring, sale, or transfer of substantially all relevant assets.
The receiving entity must assume Exploration Summit’s material obligations under this Agreement.
An assignment may not be used to:
reduce Sponsor’s locked-in Sponsorship Tier;
eliminate Sponsor’s contracted benefits; or
remove the restrictions applicable to Restricted Museum Funds.
Exploration Summit may establish or use affiliated for-profit, nonprofit, property-holding, financing, or operating entities as the Museum Project develops.
Restricted Museum Funds may be transferred to an affiliated or successor entity only if:
the transfer is legally permitted;
the funds remain restricted to Permitted Project Uses;
the receiving entity assumes the applicable obligations;
Sponsor’s tier and benefits are not materially reduced; and
Exploration Summit informs affected paid sponsors of a material change in the entity responsible for fulfillment.
33. Relationship of the Parties
Exploration Summit and Sponsor are independent contracting parties.
This Agreement does not create:
a partnership;
joint venture;
fiduciary relationship;
agency relationship;
employment relationship;
franchise;
lending relationship; or
authority for either party to bind the other.
34. Dispute Resolution
Before filing a lawsuit, the parties will attempt in good faith to resolve a dispute through discussions between authorized representatives.
A party asserting a breach must provide written notice describing the dispute and the requested resolution.
If the dispute is not resolved within 30 calendar days after notice, either party may request nonbinding mediation in El Paso County, Colorado. The parties will share the mediator’s fees equally unless they agree otherwise.
A party may seek immediate temporary or permanent court relief concerning:
misuse of escrowed or restricted funds;
intellectual-property rights;
confidential information;
unauthorized use of a name or logo; or
conduct likely to cause irreparable harm.
Unless a court orders otherwise or applicable law provides otherwise, each party will pay its own attorneys’ fees and litigation expenses.
35. Governing Law and Venue
This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law principles.
Any court proceeding arising from this Agreement must be brought in:
a state court located in El Paso County, Colorado; or
the United States District Court for the District of Colorado when federal jurisdiction exists.
36. Notices
Sponsor must maintain current contact information with Exploration Summit.
Formal notices may be delivered to the email or mailing address provided in the sponsorship form, Sponsorship Schedule, or most recent written update.
Notice is effective:
when personally delivered;
one business day after confirmed overnight delivery;
three business days after certified mail is deposited; or
when an email is delivered without an automated failure notice.
Routine project updates, invoices, meeting summaries, logo approvals, reservation reminders, sponsor-review notices, and benefit communications may be sent by email.
37. Agreement Version and Future Revisions
The version of this Agreement accepted in connection with Sponsor’s reservation or payment governs that transaction.
Exploration Summit may revise this Agreement for future reservations and sponsorships.
A later website revision does not retroactively change an existing paid sponsorship or active reservation unless:
Sponsor and Exploration Summit agree to the change; or
the change is required by law and is applied only to the extent legally necessary.
Exploration Summit may make nonmaterial administrative changes to contact information, procedures, payment instructions, or account providers, provided the change does not materially reduce Sponsor’s rights or benefits.
38. Entire Agreement
This Agreement, the applicable Sponsorship Schedule, the accepted checkout record, and any later amendment constitute the complete agreement concerning the sponsorship.
They replace prior oral or written discussions, proposals, preliminary descriptions, concept renderings, emails, presentations, or website statements concerning the same sponsorship.
Concept artwork, preliminary descriptions, estimated attendance, projected opening dates, and development plans are not binding except to the extent expressly incorporated into the Sponsorship Schedule.
39. Amendments
A material amendment must be accepted by both Sponsor and Exploration Summit in writing or through an approved electronic process.
An oral statement does not amend this Agreement.
40. Waiver
A party’s failure to enforce a provision on one occasion does not waive its right to enforce that provision later.
A waiver must be clearly stated in writing and applies only to the specific matter described.
41. Severability
If a provision of this Agreement is found invalid or unenforceable, it will be modified only to the minimum extent necessary to make it enforceable.
The remaining provisions will continue in effect.
42. No Third-Party Beneficiaries
This Agreement benefits only Exploration Summit, Sponsor, and their permitted successors and assigns.
It does not create enforceable rights for:
museum visitors;
Sponsor’s customers;
employees;
contractors;
lenders;
other sponsors; or
members of the public.
43. Survival
Provisions concerning restricted funds, refunds, intellectual property, tax treatment, liability, dispute resolution, governing law, and obligations that by their nature continue after termination will survive the expiration or termination of this Agreement.